Common use of Transfers and Other Liens; Additional Shares Clause in Contracts

Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement. (b) Subject to the terms of the Credit Agreement and this Agreement, each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by such Grantor not to issue any equity interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer except to such Grantor or its Affiliates, and (ii) pledge hereunder, promptly upon its acquisition (directly or indirectly) thereof, any and all additional equity interests or other securities as required by Section 5.01(i) of the Credit Agreement from time to time acquired by such Grantor in any manner.

Appears in 8 contracts

Samples: Security Agreement (Eastman Kodak Co), Security Agreement (Eastman Kodak Co), Security Agreement (Eastman Kodak Co)

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Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement. (b) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity Shares pledged by such Grantor not to issue any equity interests stock or other securities in addition to or in substitution for the Pledged Equity Shares issued by such issuer issuer, except to such Grantor or its AffiliatesGrantor, and (ii) pledge hereunder, promptly immediately upon its acquisition (directly or indirectly) thereof, any and all additional equity interests shares of stock or other securities as required by Section 5.01(i) of each issuer of the Credit Agreement from time to time acquired by such Grantor in any mannerPledged Shares.

Appears in 5 contracts

Samples: Security Agreement (Phonetel Technologies Inc), Security Agreement (Midway Games Inc), Debtor in Possession Credit Agreement (Stage Stores Inc)

Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, Collateral and options relating to Collateral, Collateral permitted under and in accordance with the terms of the Credit Agreement Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement. (b) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by such Grantor not to issue any equity interests Equity Interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer issuer, except to such Grantor or its Affiliates, and (ii) pledge hereunder, promptly immediately upon its acquisition (directly or indirectly) thereof, any and all additional equity interests Equity Interests or other securities as required by Section 5.01(i(subject to clause (iii) of the Credit Agreement from time proviso in Section 1 with respect to time acquired Voting Foreign Stock). (c) Each Grantor agrees that it will promptly, after acquisition thereof after the date hereof, deliver and pledge to the Collateral Agent, for the ratable benefit of the Secured Parties, certificates representing Security Collateral that constitutes certificated securities, accompanied by such Grantor undated stock or bond powers executed in any mannerblank.

Appears in 4 contracts

Samples: First Lien Credit Agreement (EWT Holdings I Corp.), First Lien Credit Agreement (EWT Holdings I Corp.), First Lien Credit Agreement (GMS Inc.)

Transfers and Other Liens; Additional Shares. Each Grantor agrees that: (a) Each Grantor agrees that it It will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of this Agreement or the Credit Agreement Loan Agreements, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit AgreementLoan Agreements. (b) Subject to the terms of the Credit Agreement and this Agreement, each Grantor agrees that it It will (i) cause each issuer of the Pledged Equity pledged by such Grantor not to issue any equity interests Equity Interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer issuer, except to such Grantor or its Affiliatesexcept as permitted by the Loan Agreements, and (ii) pledge hereunder, promptly immediately upon its acquisition (directly or indirectly) thereof, any and all additional equity interests Equity Interests or other securities as required by Section 5.01(i) of the Credit Agreement from time to time acquired by such Grantor in any mannersecurities.

Appears in 3 contracts

Samples: Security Agreement (Adams Respiratory Therapeutics, Inc.), Revolving Credit Agreement (Whole Foods Market Inc), Term Loan Agreement (Whole Foods Market Inc)

Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement. (b) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by such Grantor that is Controlled by such Grantor not to issue any equity interests Equity Interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer issuer, except to such Grantor or its Affiliatesanother Loan Party, and (ii) pledge hereunder, promptly immediately upon its acquisition (directly or indirectly) thereof, any and all additional equity interests Equity Interests (other than Excluded Equity) or other securities as required by Section 5.01(i) of the Credit Agreement from time to time acquired by such Grantor in any mannersecurities.

Appears in 2 contracts

Samples: Security Agreement (Ply Gem Holdings Inc), Security Agreement (Ply Gem Holdings Inc)

Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, non-exclusive licenses granted in the ordinary course of business and options relating to Collateral, permitted under the terms of the Credit Agreement Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement. (b) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity Shares pledged by such Grantor not to issue any equity interests stock or other securities in addition to or in substitution for the Pledged Equity Shares issued by such issuer issuer, except to such Grantor or its AffiliatesGrantor, and (ii) pledge hereunder, promptly immediately upon its acquisition (directly or indirectly) thereof, any and all additional equity interests shares of stock or other securities as required by Section 5.01(i) of the Credit Agreement from time to time acquired by such Grantor in any mannersecurities.

Appears in 2 contracts

Samples: Security Agreement (Itc Deltacom Inc), Security Agreement (Itc Deltacom Inc)

Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement Indenture, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit AgreementIndenture. (b) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by such Grantor that is Controlled by such Grantor not to issue any equity interests Equity Interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer issuer, except to such Grantor or its Affiliatesanother Grantor, and (ii) pledge hereunder, promptly immediately upon its acquisition (directly or indirectly) thereof, any and all additional equity interests Equity Interests (other than Excluded Equity) or other securities as required by Section 5.01(i) of the Credit Agreement from time to time acquired by such Grantor in any mannersecurities.

Appears in 2 contracts

Samples: Collateral Agreement (Ply Gem Holdings Inc), Collateral Agreement (Ply Gem Holdings Inc)

Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement. (b) Subject to the terms of the Credit Agreement and this Agreement, each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by such Grantor not to issue any equity interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer except to such Grantor or its Affiliates, and (ii) pledge hereunder, promptly upon its acquisition (directly or indirectly) thereof, any and all additional equity interests or other securities as required by Section 5.01(i) 5.10 of the Credit Agreement from time to time acquired by such Grantor in any manner.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Eastman Kodak Co), Guarantee and Collateral Agreement (Eastman Kodak Co)

Transfers and Other Liens; Additional Shares. (a) Each Grantor of the Grantors agrees that it will shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and except sales of Inventory in the ordinary course of business or sales or other dispositions of Collateral, and options relating to Collateral, other assets permitted under the terms of by the Credit Agreement Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for (A) the pledge, assignment and security interest created under by this Agreement and (B) any other Liens expressly permitted under Section 6.1 of the Credit Agreement. (b) Subject to the terms Each of the Credit Agreement and this Agreement, each Grantor Grantors agrees that it will shall (i) cause each issuer of the Pledged Equity pledged by such Grantor Shares which it controls not to issue any equity interests stock or other securities in addition to or in substitution for the Pledged Equity Shares issued by such issuer issuer, except to such Grantor or its Affiliatesand except as otherwise permitted by the Credit Agreement, and (ii) pledge hereunder, promptly immediately upon its acquisition (directly or indirectly) thereof, any and all additional equity interests shares of stock or other securities as required by Section 5.01(i) of the Credit Agreement from time to time acquired owned by such Grantor of each issuer of the Pledged Shares; provided, however, that in no event shall more than 65% of the capital stock of any mannerForeign Subsidiary of a Grantor be pledged pursuant to this Agreement except if and to the extent otherwise provided in the Credit Agreement.

Appears in 2 contracts

Samples: Security Agreement (Audio Book Club Inc), Security Agreement (Mediabay Inc)

Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted to attach to such Collateral under Section 7.01 of the Credit Agreement. (b) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will (i) cause each Subsidiary that is an issuer of the Pledged Equity pledged by such Grantor not to issue any equity interests Equity Interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer issuer, except to such Grantor or its AffiliatesGrantor, and (ii) pledge hereunder, promptly immediately upon its acquisition (directly or indirectly) thereof, any and all additional equity interests Equity Interests or other securities as required by securities, subject to the limitation set forth in Section 5.01(i) of the Credit Agreement from time to time acquired by such Grantor in any manner1(d)(iii).

Appears in 2 contracts

Samples: Security Agreement (Leap Wireless International Inc), Security Agreement (Leap Wireless International Inc)

Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement. (b) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by such Grantor not to issue any equity interests Equity Interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer issuer, except to such Grantor or its Affiliates, to another Grantor; provided that this clause (i) will not prohibit the issuance of any Equity Interests by any Subsidiary in connection with any transaction described in Section 7.05(o) of the Credit Agreement to the extent that such issuance constitutes an Investment in a joint venture permitted by Section 7.05(o) of the Credit Agreement and (ii) pledge hereunder, promptly upon its acquisition (directly or indirectly) thereof, any and all additional equity interests Equity Interests (other than Excluded Equity) or other securities as required by Section 5.01(i) of the Credit Agreement from time to time acquired by such Grantor in any mannersecurities.

Appears in 1 contract

Samples: u.s. Security Agreement (Nortek Inc)

Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) selli)sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement Secured Debt Agreements, or (ii) create ii)create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement the Secured Debt Agreements and Liens permitted under the Credit AgreementSecured Debt Agreements. (ba) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will (i) cause i)cause each issuer of the Pledged Equity pledged by such Grantor not to issue any equity interests Equity Interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer issuer, except to such Grantor or its AffiliatesGrantor, and (ii) pledge ii)pledge hereunder, promptly immediately upon its acquisition (directly or indirectly) thereof, any and all additional equity interests Equity Interests or other securities as required by Section 5.01(i) of (except to the Credit Agreement from time to time acquired by such Grantor in any mannerextent constituting Excluded Property).

Appears in 1 contract

Samples: Lc Procurement Agreement (Endeavour International Corp)

Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement. (b) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by such Grantor not to issue any equity interests Equity Interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer issuer, except to such Grantor or its Affiliates, to another Grantor; provided that this clause (i) will not prohibit the issuance of any Equity Interests by any Subsidiary in connection with any transaction described in Section 7.05(o) of the Credit Agreement to the extent that such issuance constitutes an Investment in a joint venture permitted by Section 7.05(o) of the Credit Agreement and (ii) pledge hereunder, promptly upon its acquisition (directly or indirectly) thereof, any and all additional equity interests Equity Interests or other securities as required by Section 5.01(i) of the Credit Agreement from time to time acquired by such Grantor in any manner(other than Excluded Equity).

Appears in 1 contract

Samples: Security Agreement (Nortek Inc)

Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement Indenture, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit AgreementIndenture. (b) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by such Grantor that is an Affiliate of such Grantor not to issue any equity interests Equity Interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer issuer, except to such Grantor or its Affiliatesanother Grantor, and (ii) pledge hereunder, promptly immediately upon its acquisition (directly or indirectly) thereof, any and all additional equity interests Equity Interests or other securities as required by Section 5.01(i(subject to the provisions of clause (y) of the Credit Agreement from time proviso to time acquired by such Grantor in any mannerSection 1(a)).

Appears in 1 contract

Samples: Collateral Agreement (Affinia Group Intermediate Holdings Inc.)

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Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Senior Credit Agreement Facilities, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Senior Credit AgreementFacilities. (b) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by such Grantor not to issue any stock or other equity interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer issuer, except to such Grantor or its AffiliatesGrantor, and (ii) pledge hereunder, promptly immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other equity interests or other securities as required by Section 5.01(i) of each issuer of the Credit Agreement from time to time acquired by such Grantor in any mannerPledged Equity.

Appears in 1 contract

Samples: Loan Agreement (Consol Energy Inc)

Transfers and Other Liens; Additional Shares. (a) Each -------------------------------------------- Grantor agrees that it will not (i) to sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments except sales of Inventory in the ordinary course of business and other dispositions of Collateral, and options relating sales permitted pursuant to Collateral, permitted under the terms Section 5.02(e) of the Credit Agreement Agreement, or (ii) to create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor Collateral, except for the pledge, assignment and security interest created under by this Agreement Agreement, Permitted Liens, and other Liens to the extent permitted under pursuant to Section 5.02(a) of the Credit Agreement. (b) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will shall (i) cause each issuer of the Pledged Equity pledged by such Grantor Shares not to issue any equity interests stock or other securities in addition to or in substitution for the Pledged Equity Shares issued by such issuer issuer, except to such Grantor or its AffiliatesGrantor, and (ii) pledge to the Agent hereunder, promptly immediately upon its acquisition (directly or indirectly) thereof, any and all additional equity interests shares of stock or other securities as required by Section 5.01(i) of each issuer of the Credit Agreement from time to time acquired by such Grantor in any mannerPledged Shares.

Appears in 1 contract

Samples: Security Agreement (Iron Age Corp)

Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement. (b) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will (i) cause each Subsidiary of Borrower that is an issuer of the Pledged Equity pledged by such Grantor not to issue any equity interests Equity Interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer issuer, except to such Grantor or its AffiliatesGrantor, and (ii) pledge hereunder, promptly upon its acquisition (directly or indirectly) thereof, any and all additional equity interests Equity Interests or other securities as required by Section 5.01(i) of each issuer of the Credit Agreement from time to time acquired by such Grantor in Pledged Equity, except for any mannerExcluded Equity Interest.

Appears in 1 contract

Samples: Senior Secured Debtor in Possession Credit Agreement (GT Advanced Technologies Inc.)

Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement. (b) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will (i) cause i)cause each issuer (or, in the case such issuer is not a Subsidiary of any Grantor, use commercially reasonably efforts to cause such issuer) of the Pledged Equity pledged by such Grantor not to issue any equity interests Equity Interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer issuer, except to such Grantor or its AffiliatesGrantor, and (ii) pledge hereunder, promptly immediately upon its acquisition (directly or indirectly) thereof, any and all additional equity interests Equity Interests or other securities as required by Section 5.01(i) of the Credit Agreement from time to time acquired by such Grantor in any mannerother than Excluded Portfolio Interests.

Appears in 1 contract

Samples: Security Agreement (NCO Teleservices, Inc.)

Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, Collateral and options relating to Collateral, Collateral permitted under and in accordance with the terms of the Credit Agreement Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement. (b) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by such Grantor not to issue any equity interests Equity Interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer issuer, except to such Grantor or its Affiliates, and (ii) pledge hereunder, promptly immediately upon its acquisition (directly or indirectly) thereof, any and all additional equity interests Equity Interests or other securities as required by Section 5.01(i(subject to clause (iii) of the Credit Agreement from time proviso in Section 1 with respect to time acquired Voting Foreign Stock). (c) Each Grantor agrees that it will promptly, after acquisition thereof after the date hereof, deliver and pledge to the Collateral Agent (or the Designated Senior Priority Representative on its behalf), for the ratable benefit of the Secured Parties, certificates representing Security Collateral that constitutes certificated securities, accompanied by such Grantor undated stock or bond powers executed in any mannerblank.

Appears in 1 contract

Samples: Second Lien Credit Agreement (GMS Inc.)

Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of the Collateral, and options relating to the Collateral, permitted under the terms of this Agreement or the Credit Agreement Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and those Liens permitted under the Credit Agreementreferred to in Section 6(c)(ii) and (iii) hereof. (b) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will (i) cause each of its wholly-owned Domestic Subsidiaries (other than Excluded Subsidiaries but including first-tier Special Purpose Subsidiaries) which is the issuer of the Pledged Equity pledged by such Grantor not to issue any equity interests stock or other Equity Interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer issuer, except to such Grantor or its AffiliatesGrantor, and (ii) pledge hereunder, promptly upon following its acquisition (directly or indirectly) thereof, any and all additional Pledged Equity and other equity interests or other securities as required by Section 5.01(i) of in accordance with the Credit Agreement from time to time acquired by such Grantor in any mannerAgreement.

Appears in 1 contract

Samples: Credit Agreement (Gap Inc)

Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement. (b) Subject to the terms of the Credit Agreement and this Agreement, each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by such Grantor not to issue any equity interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer except to such Grantor or its Affiliates, and (ii) pledge hereunder, promptly upon its acquisition (directly or indirectly) thereof, any and all additional equity interests or other securities as required by Section 5.01(i) of the Credit Agreement from time to time acquired by such Grantor in any manner.,

Appears in 1 contract

Samples: Amendment Agreement (Eastman Kodak Co)

Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement Indenture, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit AgreementIndenture. (b) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by such Grantor not to issue any equity interests Equity Interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer issuer, except to such Grantor or its Affiliatesto another Grantor or as otherwise permitted under the Indenture, and (ii) pledge hereunder, promptly immediately upon its acquisition (directly or indirectly) thereof, any and all additional equity interests Equity Interests (other than Excluded Equity) or other securities as required by Section 5.01(i) of the Credit Agreement from time to time acquired by such Grantor in any mannersecurities.

Appears in 1 contract

Samples: Collateral Agreement (Nortek Inc)

Transfers and Other Liens; Additional Shares. (a) Each -------------------------------------------- Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement. (b) Subject to the terms of the Credit Agreement and this Agreement, each Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity Shares pledged by such Grantor not to issue any equity interests stock or other securities in addition to or in substitution for the Pledged Equity Shares issued by such issuer issuer, except to such Grantor or its AffiliatesGrantor, and (ii) pledge hereunder, promptly immediately upon its acquisition (directly or indirectly) thereof, any and all additional equity interests shares of stock or other securities as required by Section 5.01(i) of each issuer of the Credit Agreement from time to time acquired by such Grantor in any mannerPledged Shares.

Appears in 1 contract

Samples: Security Agreement (Davel Communications Inc)

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