Shareholder Agreements and Other Agreements. (a) Such Grantor shall comply with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “Pledged Collateral Agreements”) to which it is a party and shall enforce all of its rights thereunder, except, with respect to any such Pledged Collateral Agreement relating to any Pledged Collateral issued by any Person (other than a wholly-owned Subsidiary of a Grantor), in which case such Grantor shall comply with, and enforce, the terms thereof to the extent it elects to do so in the exercise of its commercial business judgment. (b) Such Grantor agrees that no Pledged Stock issued by a Subsidiary of [●] (i) shall be dealt in or traded on any securities exchange or in any securities market, (ii) shall constitute an investment company security, or (iii) shall be held by such Grantor in a Securities Account. (c) Subject to the terms and conditions of the Credit Agreement, including Sections 7.3 and 7.5 thereof, such Grantor shall not vote to enable or take any other action to amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially and adversely affects the validity, perfection or priority of the Administrative Agent’s security interest therein.
Appears in 1 contract
Samples: Credit Agreement (Hortonworks, Inc.)
Shareholder Agreements and Other Agreements. (a) Such Grantor shall comply in all material respects with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “Pledged Collateral Agreements”) to which it is a party and shall enforce all of its rights thereunder, except, with respect to any such Pledged Collateral Agreement relating to any Pledged Collateral issued by any a Person (other than a wholly-owned Subsidiary of a Grantor), in which case such Grantor shall comply with, and enforce, the terms thereof to the extent it elects the failure to do so in enforce any such rights could reasonably be expected to materially and adversely affect the exercise value of its commercial business judgmentthe Pledged Collateral to which any such Pledged Collateral Agreement relates.
(b) Such Grantor agrees that no Pledged Stock issued by a Subsidiary of [●] (i) shall be dealt in or traded on any securities exchange or in any securities market, (ii) shall constitute an investment company security, or (iii) shall be held by such Grantor in a Securities Account.
(c) Subject to the terms and conditions of the Credit Agreement, including Sections 7.3 and 7.5 thereof, such Grantor shall not vote to enable or take any other action to to: (i) amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially and adversely affects the validity, perfection or priority of the Administrative AgentLender’s security interest therein.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Rightside Group, Ltd.)
Shareholder Agreements and Other Agreements. (a) Such Grantor shall comply in all material respects with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “Pledged Collateral Agreements”) to which it is a party and shall enforce all of its rights thereunder, except, with respect to any such Pledged Collateral Agreement relating to any Pledged Collateral issued by any a Person (other than a wholly-owned Subsidiary of a Grantor), in which case such Grantor shall comply with, and enforce, the terms thereof to the extent it elects the failure to do so in enforce any such rights could reasonably be expected to materially and adversely affect the exercise value of its commercial business judgmentthe Pledged Collateral to which any such Pledged Collateral Agreement relates.
(b) Such Grantor agrees that no Pledged Stock issued by a Subsidiary of [●] (i) shall be dealt in or traded on any securities exchange or in any securities market, (ii) shall constitute an investment company security, or (iii) shall be held by such Grantor in a Securities Account.
(c) Subject to the terms and conditions of the Credit Agreement, including Sections 7.3 6.02 and 7.5 6.05 thereof, such Grantor shall not vote to enable or take any other action to to: (i) amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially and adversely affects the validity, perfection or priority of the Administrative Collateral Agent’s security interest therein.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Rightside Group, Ltd.)
Shareholder Agreements and Other Agreements. (a) Such Grantor shall comply in all material respects with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “Pledged Collateral Agreements”) to which it is a party and shall enforce all of its rights thereunder, except, with respect to any such Pledged Collateral Agreement relating to any Pledged Collateral issued by any a Person (other than a wholly-owned Subsidiary of a Grantor), in which case such Grantor shall comply with, and enforce, the terms thereof to the extent it elects the failure to do so in enforce any such rights could reasonably be expected to materially and adversely affect the exercise value of its commercial business judgmentthe Pledged Collateral to which any such Pledged Collateral Agreement relates.
(b) Such Grantor agrees that no Pledged Stock issued by a Subsidiary of [●] (i) shall be dealt in or traded on any securities exchange or in any securities market, (ii) shall constitute an investment company security, or (iii) shall be held by such Grantor in a Securities Account.
(c) Subject to the terms and conditions of the Credit Agreement, including Sections 7.3 and 7.5 thereof, such Grantor shall not vote to enable or take any other action to to: (i) amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially and adversely affects the validity, perfection or priority of the Administrative Agent’s security interest therein.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Demand Media Inc.)