Undertakings by the Pledgor. The Pledgor hereby undertakes to the Secured Party: 5.1. not to sell, assign or otherwise transfer all or any of the Pledged Assets except as permitted by and in accordance with the Note Documents or in the ordinary course of business at arm’s length transactions. For the avoidance of doubt, the foregoing shall not restrict the Pledgor from dealing with any Pledged Asset in any manner which is permitted under the Note Documents; 5.2. not to create or permit to subsist in any manner, any security in favor of any third party in relation to any of the Pledged Assets (save for any security created under the Note Documents, under the First-Ranking Pledges or as otherwise permitted under the Subscription Agreements or the Note Documents); 5.3. to notify the Secured Party immediately of the imposition of any attachment, or the issue of any execution proceedings or of any application for the appointment of a Receiver, liquidator or similar officer over or with respect to the Pledgor or the Pledged Assets or any part thereof, or any act, proceedings or application similar to any of the foregoing, and to notify immediately the authorities which levied an attachment or issued an execution proceedings or received an application for the appointment of a Receiver, liquidator or similar officer and any third party who initiated or applied for such action, of this Pledge in favor of the Secured Party and to take, at the expense of the Pledgor, all steps and measures as are reasonably necessary for the discharge or cancellation of such attachment, execution proceedings or appointment of Receiver, liquidator or similar officer or any act, proceedings or appointment similar to the foregoing, as the case may be.
Appears in 2 contracts
Samples: Subscription Agreement (LeddarTech Holdings Inc.), Subscription Agreement (Prospector Capital Corp.)
Undertakings by the Pledgor. The Pledgor hereby undertakes to the Secured Party:
5.1. not to sell, assign or otherwise transfer all or any of the Pledged Assets except as permitted by and in accordance with the Note Documents or in the ordinary course of business at arm’s length transactions. For the avoidance of doubtDocuments, the foregoing shall not restrict the Pledgor without derogating from dealing with any Pledged Asset in any manner which is permitted under the Note Documentsclause 2.6 above;
5.2. not to create or permit to subsist in any manner, any security in favor of any third party in relation to any of the Pledged Assets (save for any security created under the Note Documents, under the First-First Ranking Pledges or as otherwise permitted under the Subscription Agreements Agreement or the Note Documents);
5.3. to notify the Secured Party immediately of the imposition of any attachment, or the issue of any execution proceedings or of any application for the appointment of a Receiver, liquidator or similar officer over or with respect to the Pledgor or the Pledged Assets or any part thereof, or any act, proceedings or application similar to any of the foregoing, and to notify immediately the authorities which levied an attachment or issued an execution proceedings or received an application for the appointment of a Receiver, liquidator or similar officer and any third party who initiated or applied for such action, of this Pledge in favor of the Secured Party and to take, at the expense of the Pledgor, all steps and measures as are reasonably necessary for the discharge or cancellation of such attachment, execution proceedings or appointment of Receiver, liquidator or similar officer or any act, proceedings or appointment similar to the foregoing, as the case may be.
Appears in 2 contracts
Samples: Subscription Agreement (LeddarTech Holdings Inc.), Subscription Agreement (Prospector Capital Corp.)