Right of Pledgee to Demand Additional Pledged Shares Sample Clauses

Right of Pledgee to Demand Additional Pledged Shares. The Pledgee shall have the right at any time, at its sole discretion, to demand by written notice to the Pledgors that the Pledgors pledge to the Pledgee additional shares of common stock of the Issuer owned of record and beneficially by one or more of the Pledgors if, at such time, the product of (i) the total number of Shares previously pledged to Pledgee pursuant to this Agreement and (ii) the Market Value, is less than $13,000,000. The number of shares that may be demanded pursuant to the preceding sentence shall, at the time of any such demand, be the number of shares such that the product of (i) the sum of the total number of shares previously pledged to Pledgee pursuant to this Agreement and the total number of such additional shares to be pledged, and (ii) the Market Value, is equal to $13,000,000. All shares at any time demanded pursuant to the provisions of this Section 7.3 shall be "
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Right of Pledgee to Demand Additional Pledged Shares. The Pledgee shall have the right at any time, at its sole discretion, to demand by written notice to the Pledgors that the Pledgors pledge to the Pledgee additional shares of common stock of Capsule, Covista or, if the Proposed Merger Transaction has been consummated, Startec (or, subject to the approval of the Pledgee in its sole discretion, shares of stock of one or more other entities) owned of record and beneficially by one or more of the Pledgors if, at such time, the sum of (i) the Combined Market Value plus (ii) the Private Company Stock Value plus (iii) the LLC Interest Value is less than $13,000,000; provided that, for purposes of this Section 7.3, after March 31, 2001, such amount of $13,000,000.00 shall be reduced to $10,000,000.00 if by such date the Borrowers have duly made a principal payment on the Note of $3,000,000.00 to the order of the Pledgee, in accordance with the terms of the Note. The number of shares that may be demanded pursuant to the preceding sentence shall, at the time of any such demand, be a number of shares such that the sum of the preceding clauses (i), (ii) and (iii), after accounting for such additional shares, is equal to $13,000,000 or $10,000,000.00, as the case may be. All shares at any time demanded pursuant to the provisions of this Section 7.3 shall be "Demanded Shares." Unless otherwise agreed in writing by the Pledgee, all Demanded Shares, to the extent that they would not be freely transferable by the Pledgee if sold by the Pledgee in a manner consistent with the provisions of this Agreement, shall be subject to registration requirements equivalent to those set forth in Section 6.7 of this Agreement with respect to Covista Pledged Stock. The Pledgee and the Pledgors agree that, except as otherwise expressly set forth in this Agreement, Pledgee shall at no time be required to release from the pledge or return to the Pledgors any Collateral.
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Right of Pledgee to Demand Additional Pledged Shares. The Pledgee shall have the right at any time, at its sole discretion, to demand by written notice to the Pledgors that the Pledgors pledge to the Pledgee additional shares of common stock of the Issuer owned of record and beneficially by one or more of the Pledgors if, at such time, the product of (i) the total number of Shares previously pledged to Pledgee pursuant to this Agreement and (ii)
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Right of Pledgee to Demand Additional Pledged Shares. The Pledgee shall have the right at any time, at its sole discretion, to demand by written notice to the Pledgors that the Pledgors pledge to the Pledgee additional shares of common stock of Covista (or, subject to the approval of the Pledgee in its sole discretion, shares of stock of one or more other entities) owned of record and beneficially by one or more of the Pledgors if, at such time, the sum of (i) the Combined Market Value plus (ii) the Private Company Stock Value plus (iii) the LLC Interest Value is less than $13,000,000. The number of shares that may be demanded pursuant to the preceding sentence shall, at the time of any such demand, be a number of shares such that the sum of the preceding clauses (i), (ii) and (iii), after accounting for such additional shares, is equal to $13,000,000. All shares at any time demanded pursuant to the provisions of this Section 7.3 shall be "Demanded Shares." Unless otherwise agreed in writing by the Pledgee, all Demanded Shares, to the extent that they would not be freely transferable by the Pledgee if sold by the Pledgee in a manner consistent with the provisions of this Agreement, shall be subject to registration requirements equivalent to those set forth in Section 6.7 of this Agreement with respect to Covista Pledged Stock. The Pledgee and the Pledgors agree that, except as otherwise expressly set forth in this Agreement, Pledgee shall at no time be required to release from the pledge or return to the Pledgors any Collateral.
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Related to Right of Pledgee to Demand Additional Pledged Shares

  • Release of Pledged Shares from Pledge Upon the payment of all amounts due to the Pledgee under the Convertible Debentures by repayment in accordance with the terms of the Note, the parties hereto shall notify the Escrow Agent to such effect in writing. Upon receipt of such written notice for payment of the amounts due to the Pledgee under the Convertible Debentures, the Escrow Agent shall return to the Pledgor the Transfer Documents and the certificates representing the Pledged Shares, (collectively the "Pledged Materials"), whereupon any and all rights of Pledgee in the Pledged Materials shall be terminated. Notwithstanding anything to the contrary contained herein, upon full payment of all amounts due to the Pledgee under the Convertible Debentures, by repayment in accordance with the terms of the Note, this Agreement and Pledgee's security interest and rights in and to the Pledged Shares shall terminate.

  • 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.

  • Authorization of Pledged Shares The Pledged Shares are duly authorized and validly issued, are fully paid and nonassessable and are not subject to the preemptive rights of any Person.

  • 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.

  • Transfer of Pledged Securities All certificates or instruments representing or evidencing the Pledged Securities shall be delivered to and held pursuant hereto by the Administrative Agent or a Person designated by the Administrative Agent and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, and accompanied by any required transfer tax stamps to effect the pledge of the Pledged Securities to the Administrative Agent. Notwithstanding the preceding sentence, at the Administrative Agent’s discretion, all Pledged Securities must be delivered or transferred in such manner as to permit the Administrative Agent to be a “protected purchaser” to the extent of its security interest as provided in Section 8.303 of the UCC (if the Administrative Agent otherwise qualifies as a protected purchaser). During the continuance of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice, to transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Pledged Securities, subject only to the revocable rights of the relevant Grantor specified in Section 6.03. In addition, during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

  • Disposition of Pledged Interests by Agent None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after an Event of Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration. Each Grantor understands that in connection with such disposition, Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market. Each Grantor, therefore, agrees that: (a) if Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any portion thereof for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agent has handled the disposition in a commercially reasonable manner.

  • Exercise of Rights in Pledged Collateral (i) Without in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it 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 Administrative Agent in respect of such Pledged Collateral.

  • Authorization of Pledged Equity All Pledged Equity is duly authorized and validly issued, is fully paid and, to the extent applicable, nonassessable and is not subject to the preemptive rights of any Person.

  • 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.

  • Defense of Claims; Transferability of Pledged Collateral Each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein materially adverse to the Collateral Agent or any other Secured Party other than Permitted Liens. There is no agreement, order, judgment or decree, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise materially impair or conflict with such Pledgor’s obligations or the rights of the Collateral Agent hereunder.

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