Registration of Pledged Shares Sample Clauses

Registration of Pledged Shares. If the Secured Party shall determine to exercise its right to sell or otherwise dispose of any or all of the Pledged Ownership Interests pursuant to this Article 6, and if in the opinion of counsel for the Secured Party it is necessary, or if in the reasonable opinion of the Secured Party it is advisable, to have the Pledged Ownership Interests, or that portion thereof be sold, registered under the provisions of the Securities Act, the Pledgor agrees to use its best efforts to cause the Holding Company, and the Holding Company hereby agrees, to execute and deliver, and cause the directors and officers (or other analogous Persons) of the Holding Company to execute and deliver, all at the Pledgor’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Secured Party, advisable to register such Pledged Ownership Interests under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of at least nine (9) months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the Holding Company, and the Holding Company hereby agrees, to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Secured Party shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of the Securities Act. If the Pledgor is or becomes an issuer of Pledged Ownership Interests, the Pledgor shall take all of the actions the Secured Party desires an issuer to take, as described in this Section 6.3.
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Registration of Pledged Shares. [intentionally omitted]
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Registration of Pledged Shares. Farlxx xxx caused to be registered under the Securities Act of 1933, as amended, and has qualified for sale under applicable federal and state securities laws, three hundred forty thousand, five hundred (340,500) shares of Class A Common Stock of the Company into which the Pledged Shares may be converted upon any foreclosure by the Bank on the Pledged Collateral.
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Registration of Pledged Shares. The Pledged Shares shall be registered in the name of the Pledgor. All certificates representing the Pledged Shares in existence on the date hereof have been delivered to the Pledgee, along with separate instruments of assignment or transfer duly executed by the Pledgor. The Pledged Shares may from time to time be surrendered to SSN or RCC, as applicable, for cancellation, transfer or re-registration in accordance with this Agreement or in exchange for certificates of different denominations. The Pledgor agrees that the responsibility of the Pledgee is limited to exercising, in regard to the certificate or certificates representing the Pledged Shares, the same degree of care which it gives to its own valuable property.
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Registration of Pledged Shares. Subject to the conditions set forth below, within 30 days following receipt from FSB of a written request that POTN register the Pledged Stock, POTN shall file a registration statement (a "Registration Statement") under the Securities Act of 1933 to permit the resale of the Pledged Stock in underwritten or non-underwritten transactions and shall cause such Registration Statement to remain effective for so long as the Obligations remain outstanding. POTN shall also use its reasonable best efforts to register or qualify the Pledged Stock covered by the Registration Statement for public sale under applicable state securities or blue sky laws. If any other Person requests that POTN file a Registration Statement with respect to his, her or its POTN shares at any time after the Closing Date, the Pledgors shall be entitled to "piggyback" on such Registration Statement pari passu with other registrants. POTN shall bear all of the expenses of registration or qualification of the Pledged Stock under the Securities Act of 1933 and under the state securities or blue sky laws, except for underwriting discounts applicable pro rata to all of the Pledged Stock being sold; provided, however, that FSB's right to give notice for the registration of the Pledged Stock pursuant to this subsection (d) shall not commence until ten (10) months after the Closing Date and shall expire upon the earlier to occur of the following: (i) when the Pledged Shares become freely tradable under applicable federal securities laws without restrictions under Rule 144 of the Securities Act of 1933, or (ii) when the Obligations have been satisfied.
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Registration of Pledged Shares. The Company shall cause TransTexas to effect a shelf registration of the TransTexas common stock pledged pursuant to the Pledge Agreement.
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Registration of Pledged Shares. The Company agrees that, as soon as --------------------------------- reasonably possible after written demand by Purchaser, the Company shall file an S-3 registration statement for any shares of Company common stock which Purchaser may sell or acquire title to resulting from a foreclosure or other enforcement of that Securities Pledge Agreement of even date herewith between Purchaser and Star Insurance Company (Cayman) Limited, such S-3 registration to be in compliance with the Securities Act of 1933, as amended, and the rules and regulations promulgated pursuant thereto, and the Company shall take such steps to maintain the effectiveness of such registration for a period of six months. Purchaser shall cooperate with the Company in providing all information necessary for such registration and shall indemnify the Company and its affiliates for any losses, claims, damages or liabilities arising out of or relating to any false or misleading information furnished by Purchaser for use in connection with such registration. All expenses incurred by the Company in connection with such registration including, without limitation, all registration, filing and qualification fees, printing expenses, fees and disbursements of counsel for the Company and expenses of any special audits incidental to or required hereby shall be borne by the Company, but Purchaser shall pay any and all bankers', brokers' or underwriters' discounts, fees, commissions and stock transfer taxes in connection with such transaction, as well as all fees and disbursements of counsel and other professionals retained by Purchaser.
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Registration of Pledged Shares. The Pledged Shares shall be registered in the name of the Pledgee and may from time to time be surrendered to the Corporation for cancellation, transfer, registration or in exchange for shares or units of different denominations. The Pledgor agrees that the responsibility of the Pledgee is limited to exercising, in regard to the certificate or certificates representing the Pledged Shares, the same degree of care which it gives to its own valuable property.
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Related to Registration of Pledged Shares

  • Registration of Pledged Collateral Such Grantor will permit any registerable Pledged Collateral owned by it to be registered in the name of the Administrative Agent or its nominee at any time at the option of the Required Secured Parties.

  • Sale of Pledged Collateral Upon the occurrence of an Event of Default and during the continuation thereof, without limiting the generality of this Section and without notice, the Administrative Agent may, in its sole discretion, sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public or private sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as the Administrative Agent may deem commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable law. To the extent permitted by law, any holder of the Secured Obligations may in such event bid for the purchase of such securities. Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been waived by such Pledgor, any requirement of reasonable notice shall be met if notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed postage prepaid to such Pledgor in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten (10) days before the time of such sale. The Administrative Agent shall not be obligated to make any sale of Pledged Collateral of such Pledgor regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

  • Delivery of Pledged Shares Upon the execution of this Pledge Agreement, Pledgor shall deliver to the Company the certificate(s) representing the Pledged Shares, together with duly executed forms of assignment sufficient to transfer title thereto to the Company.

  • Retention of Pledged Collateral To the extent permitted under applicable law, in addition to the rights and remedies hereunder, upon the occurrence of an Event of Default, the Administrative Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Pledged Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have accepted or retained any Pledged Collateral in satisfaction of any Secured Obligations for any reason.

  • Certain Sales of Pledged Collateral (a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that, except as may be required by applicable law, the Collateral Agent shall have no obligation to engage in public sales. (b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral and Investment Property, to limit purchasers to persons who will agree, among other things, to acquire such Securities Collateral or Investment Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral or Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would agree to do so. (c) Notwithstanding the foregoing, each Pledgor shall, upon the occurrence and during the continuance of any Event of Default, at the reasonable request of the Collateral Agent, for the benefit of the Collateral Agent, cause any registration, qualification under or compliance with any Federal or state securities law or laws to be effected with respect to all or any part of the Securities Collateral as soon as practicable and at the sole cost and expense of the Pledgors. Each Pledgor will use its commercially reasonable efforts to cause such registration to be effected (and be kept effective) and will use its commercially reasonable efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Securities Collateral including registration under the Securities Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with all other requirements of any Governmental Authority. Each Pledgor shall use its commercially reasonable efforts to cause the Collateral Agent to be kept advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, shall furnish to the Collateral Agent such number of prospectuses, offering circulars or other documents incident thereto as the Collateral Agent from time to time may request, and shall indemnify and shall cause the issuer of the Securities Collateral to indemnify the Collateral Agent and all others participating in the distribution of such Securities Collateral against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading. (d) If the Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral or Investment Property, upon written request, the applicable Pledgor shall from time to time furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number of securities included in the Securities Collateral or Investment Property which may be sold by the Collateral Agent as exempt transactions under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. (e) Each Pledgor further agrees that a breach of any of the covenants contained in this Section 9.4 will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

  • Release of Pledged Collateral The Administrative Agent may release any of the Pledged Collateral from this Pledge Agreement or may substitute any of the Pledged Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Pledge Agreement as to any Pledged Collateral not expressly released or substituted, and this Pledge Agreement shall continue as a first priority lien on all Pledged Collateral not expressly released or substituted.

  • Delivery of Pledged Collateral All certificates and all promissory notes and instruments evidencing the Pledged Collateral shall be delivered to and held by or on behalf of Agent, for itself and the benefit of Lenders, pursuant hereto. All Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Agent and all promissory notes or other instruments evidencing the Pledged Indebtedness shall be endorsed by Pledgor.

  • Pledged Stock; Stock Powers; Pledged Notes The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

  • Exercise of Rights in Pledged Collateral (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the Pledged Collateral. (ii) The Grantor will permit the Lender or its nominee at any time after the occurrence of a Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

  • Pledged Shares (i) Grantors will cause the Pledged Shares to constitute at all times 100% of the total number of Shares that are not Excluded Shares of each Issuer then outstanding owned by Grantors. (ii) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such voting and other rights, Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement or the other Loan Documents, provided that Grantors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement or the other Loan Documents; and Administrative Agent shall execute and deliver to Grantors or cause to be executed and delivered to Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Grantors may reasonably request for the purpose of enabling Grantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(a)(ii). (iii) Until the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts; Grantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares. (iv) After the occurrence and during the continuation of an Event of Default, and upon receipt of written notice from Administrative Agent to Grantors with respect to the discontinuance of such Grantors retaining such dividends and other amounts, whether or not Administrative Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the other Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to Administrative Agent for distribution to Secured Parties and retained by them as part of the Collateral, subject to the terms of this Agreement, and, if Administrative Agent shall so request in writing, Grantors jointly and severally agree to execute and deliver to Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided, that if such Event of Default is no longer continuing, any such dividend or distribution theretofore paid to Administrative Agent shall, upon request of Grantors (except to the extent theretofore applied to the Secured Obligations), be returned by Administrative Agent to Grantors.

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