The Pledge and Security Interest. (a) In order to secure the full and punctual payment of all amounts payable pursuant to, and the full and punctual performance of all other obligations of the Grantors under, the Merger Agreement and this Agreement (including without limitation any obligation which accrues or arises after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any Grantor) (the "Secured Obligations"), in accordance with the terms thereof, effective at the Merger Time each Grantor hereby assigns and pledges to the Secured Party, and hereby grants to the Secured Party a security interest (the "Security Interest") in, all of such Grantor's right, title and interest in and to the following (the "Collateral"):
(i) the number of shares of preferred stock of the Secured Party set forth under such Grantor's name on the signature pages of this Agreement, any other capital stock required to be pledged to the Secured Party by subsection (b), and all of such Grantor's rights and privileges with respect to such stock (the "Pledged Stock"); and
(ii) all direct and indirect proceeds (as defined in the Uniform Commercial Code as in effect in New York State (the "UCC")) of the Pledged Stock, and also all dividends and other payments and distributions with respect thereto, all other profits, rentals and receipts with respect thereto, and all payments, rights and property, in whatever form, arising from the disposition in whole or in part of the Pledged Stock or any option or other interest therein, other than the regular six percent stock dividend provided for pursuant to the rights and preferences of the Pledged Stock (the "Proceeds").
(b) If the Secured Party at any time issues to any Grantor any shares of capital stock of any class or series as a dividend on (or in substitution for) the Pledged Stock, other than the regular six percent stock dividend provided for pursuant to the rights and preferences of the Pledged Stock, such Grantor shall immediately pledge and deposit with the Secured Party certificates representing all such shares as additional security for the Secured Obligations, as described in Section 3(a). All such shares constitute "Pledged Stock" and are subject to all provisions of this Agreement.
(c) The Collateral is granted as security only, and except as expressly set forth herein the Secured Party shall not have any obligation or liability with respect to the Collateral by reason of this Agreement, nor shall t...
The Pledge and Security Interest. The Pledgor hereby grants to the Secured Party a interest in and to any and all present or future rights of the Pledgor in and to all of the following rights, interests, and property (all of the following being herein sometimes called the "Collateral"):
(a) all the issued and outstanding shares of the capital stock of Westronix Limited registered in the name of the Pledgor (b) any and all substitutes, replacements, accessions, attachments, increases, profits, revisions, additions thereto, or dividends and coupons thereon and (c) any and all proceeds arising from or by virtue of the sale or other disposition of, or from the collection of, the Collateral described in (a) and (b) preceding.
The Pledge and Security Interest. The Debtor hereby grants to the Secured Party security interests in and to any and all present or future rights of the Debtor in and to all of the following rights, interests, and property (all of the following being herein sometimes called the "Collateral"):
(a) Nine Hundred Fifty (950) shares of the common stock, no par value per share, of AmBrew USA, Inc. represented by Certificate No. 2 registered in the name of Debtor; (b) Nine Hundred Ninety Nine (999) shares of the capital stock of Cerveceria Rio Bravo, S.A. de C.V. represented by Certificate No. 1 registered in the name of Debtor; (c) the sixty percent (60%) percentage interest of Debtor in Celtic Brew LLC (as evidenced by certified copies of (i) the Articles of Organization of Celtic Brew LLC, and (ii) the Operating Agreement of Celtic Brew LLC, such certified copies to be delivered to Secured Party on or prior to the date hereof), and (d) Four Thousand Seven Hundred and Forty Nine (4,749) shares of South China Brewing Company Limited represented by Certificate No. 17 registered in the name of Debtor and any and all substitutes, replacements, accessions, attachments, increase, profits, revisions, or additions thereto; and (e) any and all proceeds arising from or by virtue of the sale or other disposition of, or from the collection of, the Collateral described in (a), (b), (c), and (d) preceding.
The Pledge and Security Interest. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor hereby pledges, grants, assigns, transfers, conveys and sets over to the Lender a security interest in all of Pledgor's right, title and interest in the property described in paragraph 1 of Schedule A hereto, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "Collateral"). Schedule A attached hereto is an integral part of this Pledge Agreement and contains both a description of and certain representations regarding the Collateral. Pledgor Covenants and agrees with Lender that Pledgor will not, directly or indirectly, without prior written consent of the Lender, transfer, issue or sell any stock of the Pledgor, or any Subsidiary, or enter into any agreement which may result in the transfer, issuance or sale of any stock of Pledgor, or of its Subsidiaries, whether common or preferred.
The Pledge and Security Interest. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor hereby pledges, grants, assigns, transfers, conveys and sets over to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of Pledgor’s right, title and interest in the property described in Schedule A attached hereto and made a part hereof, wherever located, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence and all proceeds thereof (such property being collectively referred to herein as “Collateral”).
The Pledge and Security Interest. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Parent Guarantor hereby pledges, grants, assigns, transfers, convoys and sets over to the Lender a security interest in all of the Parent Guarantor's right, title and interest in the following property, whether now owned by the Parent Guarantor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "Collateral"):
(a) all shares of capital stock of whatever class of Vitelco, now or hereafter owned by such Guarantor, together with the certificates evidencing the same, accompanied by undated stock powers duly executed in blank (the "Parent Guarantor Pledged Stock");
(b) all shares, securities, moneys or property representing a dividend on any of the Parent Guarantor Pledged Stock, other than a dividend payable in cash and permitted by the Loan Agreement, or representing a distribution or return of capital upon or in respect of the Parent Guarantor Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Parent Guarantor Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Parent Guarantor Pledged Stock;
(c) without affecting any provision prohibiting such action hereunder or under the Loan Agreement, in the event of any consolidation or merger in which Vitelco is not the surviving corporation, all shares of each class of the capital stock of the successor corporation formed by or resulting from such consolidation or merger distributed in respect of the Parent Guarantor Pledged Stock;
(d) any payment due or to become due under the Management Advisory Contract dated as of June 24, 1987 (the "Advisory Agreement") between the Parent Guarantor and Vitelco; and
(e) all proceeds of and to any of the property described in clauses (a) through (d) above in this Section 4 and, to the extent related to any property described in said clauses or above in this clause (e), all books, correspondence, credit files, records, invoices and other papers.
The Pledge and Security Interest. Debtor hereby grants to Secured Party a security interest in, and so pledges and assigns to the Secured Party, the following properties, assets and rights of the Debtor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (collectively, the “Collateral”): all furniture, fixtures, equipment, contract rights, accounts (as that term is defined in Revised Article 9 of the Uniform Commercial Code), documents, instruments, intangibles and all other tangible and intangible assets of Debtor, if any.
The Pledge and Security Interest. The Debtor hereby grants to the Secured Party security interests in and to any and all present or future rights of the Debtor in and to all of the following rights, interests, and property (all of the following being herein sometimes called the "Collateral"): (a) 600,000 shares of the common stock, $.01 par value per share, of InnoPet Brands Corp. represented by Certificate(s) No. _____ registered in the name of Debtor (the "Stock Certificate"), and any and all substitutes, replacements, accessions, attachments, increase, profits, revisions, or additions thereto; and (b) any and all proceeds arising from or by virtue of the sale or other disposition of, or from the collection of, the Collateral described in (a) preceding.
The Pledge and Security Interest. The Debtor hereby grants to the Secured Party a security interest in and to the aforesaid Partnership Interest (herein sometimes called the "Collateral").
The Pledge and Security Interest. The Pledgor hereby grants to the Secured Party a security interest in and to any and all present or future rights of the Pledgor in and to all of the following rights, interests, and property (all of the following being herein sometimes called the "Collateral"):
(a) 100,000 shares of the common stock of New Regal registered in the name of the Pledgor represented by Stock Certificate No. 001, (b) any and all substitutes, replacements, accessions, attachments, increases, profits, revisions, additions thereto, or dividends and coupons thereon; and (c) any and all proceeds arising from or by virtue of the sale or other disposition of, or from the collection of, the Collateral described in (a) and (b) preceding.
