Common use of Transfer by Pledge Clause in Contracts

Transfer by Pledge. No Shares shall be pledged or otherwise voluntarily encumbered unless the Board approves the pledge or other encumbrance. The Board shall have sole discretion to allow any Shares to be pledged for any purpose. If the Board approves a pledge of Shares, then the following procedure will be followed: (a) The Company, Xxxxxx Xxxxxxx and the Other Stockholders will receive at least sixty (60) days notice prior to any pledge or encumbrance of Shares specifying the person to whom the Shares will be pledged or otherwise encumbered, and the location at which the certificates representing the Shares will be held; (b) The Company, Xxxxxx Xxxxxxx and the Other Stockholders shall be provided, promptly upon execution by the pledging Stockholder, with copies of all security agreements relating to the pledged Shares and a summary of any oral agreements affecting the Shares, all as amended from time to time; and (c) The pledging Stockholder and the secured party under the pledge or encumbrance (including any trustees or agents for the secured party) shall execute and deliver an amendment to this Agreement in form and substance satisfactory to the non-pledging Stockholders and Company to the effect that (i) those persons agree to be bound by the terms of this Agreement, (ii) the secured party shall notify the Company and non-pledging Stockholders of the date, time and location of any foreclosure upon pledged or encumbered Shares at least sixty (60) days prior to the foreclosure, (iii) that any notice of foreclosure shall be deemed to be an offer by the pledging Stockholder to sell the pledged Shares to the secured party at the price established under Section 8.1 and on the terms described under Section 8.2, which offer shall entitle the Company and the non- pledging Stockholders to purchase the pledged Shares pursuant to Section 5.1, and (iv) if the Company and/or the non-pledging Stockholders elect to purchase the pledged Shares within the sixty (60) day period, the foreclosure shall not be held and the pledged Shares shall be sold and delivered by the pledging Stockholder and the secured party to the Company and/or the non-pledging Stockholders, as applicable, at the price and on the terms established in accordance with Sections 8.1 and 8.2 of this Agreement. If for any reason the pledged Shares are foreclosed upon, the foreclosure shall be considered an involuntary Transfer and the provisions of Article VI shall govern.

Transfer by Pledge. No Shares shall be pledged pledged, hypothecated or otherwise voluntarily encumbered (other than pursuant to the Pledge Agreement) unless the Board approves the pledge or other encumbrance. The Board shall have sole discretion to allow any Shares to be pledged for any purpose. If the Board approves a pledge of Shares, then the following procedure will be procedures are followed: (a) The Company, Xxxxxx Xxxxxxx and the Other Stockholders will Corporation shall receive notice at least sixty (60) three Business days notice prior to any pledge or encumbrance of Shares specifying the person to whom the Shares will be pledged or otherwise encumbered, encumbered and the location at which the certificates representing the Shares will be held; (b) The Company, Xxxxxx Xxxxxxx and the Other Stockholders Corporation shall be provided, promptly upon execution by the pledging StockholderShareholder, with copies of all security agreements relating to the pledged Shares and a summary of any oral agreements affecting the Shares, all as amended from time to time; and; (c) The pledging Stockholder Shareholder and the secured party under the pledge or encumbrance (including any trustees or agents for the secured party) shall execute and deliver an amendment to this Agreement agreement in form and substance reasonably satisfactory to the non-pledging Stockholders nonpledging Shareholder and Company the Corporation to the effect that (i) those persons Persons agree to be bound by the terms of this Agreement, (ii) the secured party shall notify the Company Corporation and non-pledging Stockholders nonpledging Shareholder of the date, time and location of any foreclosure upon pledged or encumbered Shares at least sixty (60) 60 days prior to the foreclosure, (iii) that any notice of foreclosure shall be deemed to be an offer by Involuntary Transfer subject to Section 5.6, and (iv) if the pledging Stockholder to sell the pledged Shares to the secured party at the price established under Section 8.1 and on the terms described under Section 8.2, which offer shall entitle the Company and the non- pledging Stockholders Corporation elects to purchase the pledged Shares pursuant to Section 5.1, and (iv) if the Company and/or the non-pledging Stockholders elect to purchase the pledged Shares within the sixty (60) day period5.6, the foreclosure shall not be held and the pledged Shares shall be sold and delivered by the pledging Stockholder Shareholder and the secured party to the Company and/or the non-pledging Stockholders, as applicable, at the price and on the terms established Persons entitled to purchase such Shares under Section 5.6 in accordance with Sections 8.1 and 8.2 of this AgreementSection 5.6. If for any reason the pledged Shares are foreclosed upon, the foreclosure shall be considered an involuntary Involuntary Transfer and the provisions of Article VI Section 5.6 shall govern.

Transfer by Pledge. No Shares shall be pledged or otherwise voluntarily encumbered unless the Board approves the pledge or other encumbrance. The Board shall have sole discretion to allow any Shares to be pledged for any purpose. If the Board approves a pledge of Shares, then the following procedure will be are followed: (a) The Company, Xxxxxx Xxxxxxx and the Other Stockholders will Corporation shall receive notice at least sixty (60) 3 Business days notice prior to any pledge or encumbrance of Shares specifying the person to whom the Shares will be pledged or otherwise encumbered, encumbered and the location at which the certificates representing the Shares will be held; (b) The Company, Xxxxxx Xxxxxxx and the Other Stockholders Corporation shall be provided, promptly upon execution by the pledging StockholderParty, with copies of all security agreements relating to the pledged Shares and a summary of any oral agreements affecting the Shares, all as amended from time to time; and; (c) The pledging Stockholder Party and the secured party under the pledge or encumbrance (including any trustees or agents for the secured party) shall execute and deliver an amendment to this Agreement agreement in form and substance reasonably satisfactory to the non-pledging Stockholders nonpledging Parties and Company the Corporation to the effect that (i) those persons Persons agree to be bound by the terms of this Agreement, (ii) the secured party shall notify the Company Corporation and non-pledging Stockholders nonpledging Parties of the date, time and location of any foreclosure upon pledged or encumbered Shares at least sixty (60) days prior to the foreclosure, (iii) that any notice of foreclosure shall be deemed to be an offer by the pledging Stockholder to sell the pledged Shares to the secured party at the price established under Section 8.1 and on the terms described under Section 8.2, which offer shall entitle the Company and the non- pledging Stockholders to purchase the pledged Shares pursuant Involuntary Transfer subject to Section 5.13.6, and (iv) if the Company and/or the non-pledging Stockholders elect Persons entitled to purchase such Shares under Section 3.6 elects to purchase the pledged Shares within the sixty (60) day period, the foreclosure shall not be held and the pledged Shares shall be sold and delivered by the pledging Stockholder Party and the secured party to the Company and/or the non-pledging Stockholders, as applicable, at the price and on the terms established Persons entitled to purchase such Shares under Section 3.6 in accordance with Sections 8.1 and 8.2 of this AgreementSection 3.6. If for any reason the pledged Shares are foreclosed upon, the foreclosure shall be considered an involuntary Involuntary Transfer and the provisions of Article VI Section 3.6 shall govern.