Common use of Transfer of Pledged Shares Clause in Contracts

Transfer of Pledged Shares. Simultaneously with the execution of this Agreement, the Pledgor shall, or shall cause its transfer agent to, deliver to the Escrow Agent: (i) the Pledged Shares and all certificates representing or evidencing the Pledged Shares in the name of the Secured Party, or otherwise together with undated, irrevocable and duly executed stock powers executed in blank by the Pledgor (including medallion guaranteed signatures, if required to duly and properly transfer the Pledged Shares); and (ii) all other property, instruments, documents and papers comprising, representing or evidencing the Collateral, or any part thereof, together with proper instruments of assignment or endorsement, as Secured Party may request or require, duly executed by the Pledgor (collectively, the “Transfer Documents”). The Pledged Shares and other Transfer Documents (collectively, the “Pledged Materials”) shall be held by the Escrow Agent pursuant to this Agreement until the full payment and performance of all of the Obligations, the termination or expiration of this Agreement, or delivery of the Pledged Materials in accordance with this Agreement. In addition, all non-cash dividends, dividends paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution of the Pledgor, instruments, securities and any other distributions, whether paid or payable in cash or otherwise, made on or in respect of the Pledged Shares, whether resulting from a subdivision, combination, or reclassification of the outstanding capital stock of the Pledgor, or received in exchange for the Pledged Shares or any part thereof, or in redemption thereof, as a result of any merger, consolidation, acquisition, or other exchange of assets to which Pledgor may be a party or otherwise, or any other property that constitutes part of the Collateral from time to time, shall be immediately delivered or cause to be delivered by Pledgor to the Escrow Agent in the same form as so received, including, without limitation, any additional certificates representing any portion of the Collateral hereafter acquired by Pledgor, together with proper instruments of assignment or endorsement duly executed by the Pledgor.

Transfer of Pledged Shares. Simultaneously with the execution of this Agreement, the Pledgor shall, or shall cause its transfer agent to, deliver to the Escrow Agent: (i) the Pledged Shares and all certificates representing or evidencing the Pledged Shares in the name of the Secured Party, or otherwise together with undated, irrevocable and duly executed stock powers executed in blank by the Pledgor (including medallion guaranteed signatures, if required to duly and properly transfer the Pledged Shares); and (ii) all other property, instruments, documents and papers comprising, representing or evidencing the Collateral, or any part thereof, together with proper instruments of assignment or endorsement, as Secured Party may request or require, duly executed by the Pledgor (collectively, the “Transfer Documents”). The Pledged Shares and other Transfer Documents (collectively, the “Pledged Materials”) shall be held by the Escrow Agent pursuant to this Agreement until the full payment and performance of all of the Obligations, the termination or expiration of this Agreement, or delivery of the Pledged Materials in accordance with this Agreement. In addition, Pledgor acknowledges that pursuant to the terms of the SPA, the Pledgor may be required to pledge additional shares of its common stock as additional Pledged Shares under this Agreement in order to insure that the number of shares common stock pledged hereunder, together with any “Incentive Shares” (as defined in the SPA) owned by Secured Party as of the time of such calculation, is always the lesser of: (A) 4.99% of the then issued and outstanding shares of common stock of the Pledgor; or (B) 200% of the then outstanding amount owed pursuant to the Debentures (using VWAP as of the close of business on the day immediately prior to the date such calculation is made). In that regard, whenever such additional Pledged Shares are required to be delivered and pledged under this Agreement pursuant to the terms of the SPA, the Pledgor shall, or shall cause its transfer agent to, deliver to Escrow Agent the Pledged Materials for such additional shares within five (5) business days from the date that Secured Party notifies Pledgor of the requirement for such additional Pledged Shares under the terms of the SPA. In addition, all non-cash dividends, dividends paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution of the Pledgor, instruments, securities and any other distributions, whether paid or payable in cash or otherwise, made on or in respect of the Pledged Shares, whether resulting from a subdivision, combination, or reclassification of the outstanding capital stock of the Pledgor, or received in exchange for the Pledged Shares or any part thereof, or in redemption thereof, as a result of any merger, consolidation, acquisition, or other exchange of assets to which Pledgor may be a party or otherwise, or any other property that constitutes part of the Collateral from time to time, shall be immediately delivered or cause to be delivered by Pledgor to the Escrow Agent in the same form as so received, including, without limitation, any additional certificates representing any portion of the Collateral hereafter acquired by Pledgor, together with proper instruments of assignment or endorsement duly executed by the Pledgor.

Transfer of Pledged Shares. Simultaneously with the execution of this Agreement, the Pledgor shall, or shall cause its transfer agent to, deliver to the Escrow Agent: (i) the Pledged Shares and all certificates representing or evidencing the Pledged Shares in the name of the Secured Party, or otherwise together with undated, irrevocable and duly executed stock powers executed in blank by the Pledgor (including medallion guaranteed signatures, if required to duly and properly transfer the Pledged Shares); and (ii) all other property, instruments, documents and papers comprising, representing or evidencing the Collateral, or any part thereof, together with proper instruments of assignment or endorsement, as Secured Party may request or require, duly executed by the Pledgor (collectively, the “Transfer Documents”). The Pledged Shares and other Transfer Documents (collectively, the “Pledged Materials”) shall be held by the Escrow Agent pursuant to this Agreement until the full payment and performance of all of the Obligations, the termination or expiration of this Agreement, or delivery of the Pledged Materials in accordance with this Agreement. In addition, Pledgor acknowledges that pursuant to the terms of the SPA, the Pledgor may be required to pledge additional shares of its common stock as additional Pledged Shares under this Agreement in order to insure that the value of the Pledged Shares hereunder shall at all times be no less than the “Pledged Share Value” (as such term is defined in the SPA). In that regard, whenever such additional Pledged Shares are required to be delivered and pledged under this Agreement pursuant to the terms of the SPA, the Pledgor shall, or shall cause its transfer agent to, deliver to Escrow Agent the Pledged Materials for such additional shares within five (5) business days from the date that Secured Party notifies Pledgor of the requirement for such additional Pledged Shares under the terms of the SPA. In addition, all non-cash dividends, dividends paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution of the Pledgor, instruments, securities and any other distributions, whether paid or payable in cash or otherwise, made on or in respect of the Pledged Shares, whether resulting from a subdivision, combination, or reclassification of the outstanding capital stock of the Pledgor, or received in exchange for the Pledged Shares or any part thereof, or in redemption thereof, as a result of any merger, consolidation, acquisition, or other exchange of assets to which Pledgor may be a party or otherwise, or any other property that constitutes part of the Collateral from time to time, shall be immediately delivered or cause to be delivered by Pledgor to the Escrow Agent in the same form as so received, including, without limitation, any additional certificates representing any portion of the Collateral hereafter acquired by Pledgor, together with proper instruments of assignment or endorsement duly executed by the Pledgor.

Transfer of Pledged Shares. Simultaneously with the execution of this Agreement, the Pledgor shall, or shall cause its the Company’s transfer agent to, deliver to the Escrow Agent: (i) the Pledged Shares and all certificates representing or evidencing the Pledged Shares in the name of the Secured Party, or otherwise together with undated, irrevocable and duly executed stock powers executed in blank by the Pledgor (including medallion guaranteed signatures, if required to duly and properly transfer the Pledged Shares); and (ii) all other property, instruments, documents and papers comprising, representing or evidencing the Collateral, or any part thereof, together with proper instruments of assignment or endorsement, as Secured Party may reasonably request or require, duly executed by the Pledgor (collectively, the “Transfer Documents”). The Pledged Shares and other Transfer Documents (collectively, the “Pledged Materials”) shall be held by the Escrow Agent pursuant to this Agreement until the full payment and performance of all of the Obligations, or the termination or expiration of this Agreement, or delivery of the Pledged Materials in accordance with this Agreement. In addition, all non-cash dividends, dividends paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution of the PledgorCompany, instruments, securities and any other distributions, whether paid or payable in cash or otherwise, made on or in respect of the Pledged Shares, whether resulting from a subdivision, combination, or reclassification of the outstanding capital stock of the PledgorCompany, or received in exchange for the Pledged Shares or any part thereof, or in redemption thereof, as a result of any merger, consolidation, acquisition, or other exchange of assets to which Pledgor the Company may be a party or otherwise, or any other property that constitutes part of the Collateral from time to time, shall be immediately delivered or cause to be delivered by Pledgor to the Escrow Agent in the same form as so received, including, without limitation, any additional certificates representing any portion of the Collateral hereafter acquired by Pledgor, together with proper instruments of assignment or endorsement duly executed by the Pledgor.

Transfer of Pledged Shares. Simultaneously with the execution of this Agreement, the Pledgor shall, or shall cause its transfer agent to, deliver to the Escrow Agent: (i) the Pledged Shares and all certificates physical certificates, if any, or any other statements representing or evidencing the Pledged Shares in the name of the Secured PartyShares, or otherwise together with undated, irrevocable and duly executed assignments or stock powers executed thereof in blank by the Pledgor form and substance acceptable to Secured Party (including together with medallion guaranteed signatures, if required to duly and properly transfer the Pledged Sharesby Secured Party), executed in blank by Pledgor; and (ii) all other property, instruments, documents and papers comprising, representing or evidencing the Collateral, or any part thereof, together with proper instruments of assignment or endorsement, as Secured Party may reasonably request or require, duly executed by the Pledgor (collectively, items (i) and (ii), the “Transfer Documents”). ; and (iii) an irrevocable proxy in favor of the Secured Party in respect of the Pledged Shares (the “Irrevocable Proxy”) The Pledged Shares Shares, the Irrevocable Proxy and other Transfer Documents (collectively, the “Pledged Materials”) shall be held by the Escrow Agent pursuant to this Agreement until the full payment and performance of all of the Obligations, the termination or expiration of this Agreement, or delivery of the Pledged Materials in accordance with this Agreement or the sale of the Pledged Shares Pledgor as provided for in the Credit Agreement. In addition, all non-cash dividends, dividends paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution of the PledgorCompany, instruments, securities and any other distributions, whether paid or payable in cash or otherwise, made on or in respect of the Pledged Shares, whether resulting from a subdivision, combination, or reclassification of the outstanding capital stock or other securities of the PledgorCompany, or received in exchange for the Pledged Shares or any part thereof, or in redemption thereof, as a result of any merger, consolidation, acquisition, or other exchange of assets to which Pledgor the Company may be a party or otherwise, or any other property that constitutes part of the Collateral from time to time, including any additional certificates representing any portion of the Collateral hereafter acquired by the Pledgor, shall be immediately be delivered or cause to be delivered by Pledgor to the Escrow Agent in the same form as so received, including, without limitation, any additional certificates representing any portion of the Collateral hereafter acquired by Pledgor, together with proper instruments of assignment or endorsement duly executed by the Pledgor, if received.

Transfer of Pledged Shares. Simultaneously with the execution of this Agreement, the Pledgor shall, or shall cause its transfer agent to, deliver to the Escrow Agent: (i) the Pledged Shares and all certificates representing or evidencing the Pledged Shares in the name of the Secured Party, or otherwise together with undated, irrevocable and duly executed stock powers executed in blank by the Pledgor (including medallion guaranteed signatures, if required to duly and properly transfer the Pledged Shares); and (ii) all other property, instruments, documents and papers comprising, representing or evidencing the Collateral, or any part thereof, together with proper instruments of assignment or endorsement, as Secured Party may request or require, duly executed by the Pledgor (collectively, the “Transfer Documents”). The Pledged Shares and other Transfer Documents (collectively, the “Pledged Materials”) shall be held by the Escrow Agent pursuant to this Agreement until the full payment and performance of all of the Obligations, the termination or expiration of this Agreement, or delivery of the Pledged Materials in accordance with this Agreement. In addition, all non-cash dividends, dividends paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution of the Pledgor, instruments, securities and any other distributions, whether paid or payable in cash or otherwise, made on or in respect of the Pledged Shares, whether resulting from a subdivision, combination, or reclassification of the outstanding capital stock of the Pledgor, or received in exchange for the Pledged Shares or any part thereof, or in redemption thereof, as a result of any merger, consolidation, acquisition, or other exchange of assets to which Pledgor may be a party or otherwise, or any other property that constitutes part of the Collateral from time to time, shall be immediately delivered or cause to be delivered by Pledgor to the Escrow Agent in the same form as so received, including, without limitation, any additional certificates representing any portion of the Collateral hereafter acquired by Pledgor, together with proper instruments of assignment or endorsement duly executed by the Pledgor.