Pledge of Stock. Pledgor hereby pledges and grants to Secured Party a security interest in the Stock, which shall attach immediately upon each issuance of Stock to all shares of Stock issued to Pledgor in accordance with the terms of the Purchase Agreement. Immediately upon receipt of any shares of Stock, Pledgor shall be required to deliver to Secured Party the certificate or certificates representing the Stock in order that Secured Party might perfect its security interest therein. The Pledgor and the Secured Party hereby acknowledge and agree that the value of the Stock ("Agreed Value") shall be deemed to be (i) the IPO Price if shares are being surrendered hereunder in order to effect an adjustment in the Purchase Price and (ii) if shares are being surrendered hereunder for any other reason, the average public trading price of each share of Stock over the five (5) most recent business days falling prior to the date of delivery by the Secured Party to the Pledgor of the notice of an event requiring an Offset, as such term is defined in the Purchase Agreement. Pledgor shall possess all voting rights pertaining to the Stock, so long as an Event of Offset, as hereinafter defined, has not occurred, or if an Event of Offset has allegedly occurred but is being disputed by the parties hereto prior to submission to arbitration in accordance with Section 10.14 of the Purchase Agreement, and Secured Party shall have no voting rights that may be presently or hereafter attributable to the Stock. In addition, so long as an Event of Offset has not occurred, or if an Event of Offset has allegedly occurred but is being disputed by the parties hereto prior to submission to arbitration in accordance with Section 10.14 of the Purchase Agreement, then Pledgor shall have the right to receive all dividends, if any, on the Stock, and Pledgor shall be entitled to receive all proceeds upon liquidation of the Stock, if any, as well as all other rights with respect to the Stock except for the right to transfer title thereto. Notwithstanding the foregoing, if an Event of Offset has occurred and (i) has been resolved, either by failure to timely dispute it as required by Section 10.14 of the Purchase Agreement, by agreement or by arbitration decided in favor of Secured Party (a "Resolved Event of Offset") or (ii) has been submitted to arbitration in accordance with Section 10.14 of the Purchase Agreement which arbitration is still pending or in process (a "Continuing Event of Offset"), then Secured...
Pledge of Stock. The Agent shall have received all stock certificates evidencing the Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto.
Pledge of Stock. As security for the Obligations, the --------------- Borrower hereby grants to the Lender security title to and a continuing security interest in, and assigns, transfers, conveys, pledges and hypothecates to the Lender, all of the Borrower's right, title and interest in and to the Stock and all proceeds thereof, and the Borrower hereby delivers to the Lender the stock certificates evidencing the Stock, as described in Exhibit A, together with separate assignments thereof, to be held by the Lender upon the terms and conditions set forth in this Agreement.
Pledge of Stock. Upon the acquisition of capital stock of any subsidiary, the Debtor shall execute and deliver to the Secured Party a stock pledge agreement in form and substance satisfactory to the Secured Party, pursuant to which the Debtor shall pledge, on a first-priority basis, all of its stock in such subsidiary and shall covenant and agree to pledge to the Secured Party, on a first-priority basis, all capital stock it may thereafter acquire in that or any other subsidiary.
Pledge of Stock. The Pledgor hereby pledges, assigns, grants a --------------- security interest in, and delivers to the Agent, for the benefit of the Banks and the Agent, (a) 100% of the shares of capital stock of each of its Domestic Subsidiaries of every class owned by the Pledgor, as more fully described on Annex A hereto, and (b) not less than 66% of the shares of ----- - capital stock of each of its Foreign Subsidiaries of every class owned by the Pledgor, as more fully described on Annex A hereto, to be held by the ----- - Agent, for the benefit of the Banks and the Agent, subject to the terms and conditions hereinafter set forth. The certificates for such shares, accompanied by stock powers or other appropriate instruments of assignment thereof duly executed in blank by the Pledgor, have been delivered to the Agent.
Pledge of Stock. As collateral security for the punctual payment and performance of all existing and future indebtedness, obligations and other liabilities, absolute or contingent, direct or indirect, primary or secondary, of the Maker to the Payee of any nature whatsoever under this Note and Pledge Agreement (all of such indebtedness, obligations and liabilities of the Maker being hereinafter sometimes referred to collectively as the "Obligations"), the Maker hereby pledges and hypothecates to the Payee for its benefit and grants to the Payee for its benefit, and agrees that the Payee shall have a first security interest in and pledge of: (i) the 66,666 shares of the Payee's common stock to be issued by the Payee to the Maker on August 6, 2003 (the "Pledged Securities"), together with any replacements thereof and substitutions therefor, and all certificates and instruments evidencing or representing such securities, (ii) all interest and dividends, whether in cash, kind or stock, received or receivable upon or in respect of any of the Pledged Securities and all moneys or other property payable or paid on account of any return or repayment of capital in respect of any of the Pledged Securities or otherwise distributed in respect thereof or which will in any way be charged to, or payable or paid out of, the capital of the Payee on account of the Pledged Securities, (iii) all other property that may at any time be received or receivable by or otherwise distributed to the Maker in respect of, or in substitution for, or in exchange for, any of the foregoing, (iv) all cash, securities and other proceeds of the foregoing and all rights and interests of the Maker in respect thereof or evidenced thereby, including all moneys received from time to time by the Maker which are directly attributable to the sale or other disposition of any of the Pledged Securities; provided, however, that the Maker will not sell or otherwise dispose of any of the Pledged Securities, or purport to do any of the foregoing without the prior written consent of the Payee in accordance with Section C.6. below.
Pledge of Stock. With respect to the creation or acquisition on any date after the Effective Date, of a First Tier Foreign Subsidiary (other than an Immaterial Subsidiary), or if a First Tier Foreign Subsidiary is no longer an Immaterial Subsidiary on any date, the Borrower shall deliver (or cause to be delivered) to the Administrative Agent as promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) of such date, for the benefit of the Secured Parties, the share certificates (or other evidence of equity), if any, owned by a Credit Party pursuant to the terms of a Pledge Agreement executed by the appropriate Credit Party; provided, however, that no Company shall be required to pledge more than the Applicable Pledge Percentage of the outstanding shares or other Equity Interest in any such First Tier Foreign Subsidiary.
Pledge of Stock. With respect to the creation or acquisition of a First-Tier Material Foreign Subsidiary, Borrower shall (i) pledge to Agent, for the benefit of the Lenders, sixty-five percent (65%) of the ownership interest owned by a Credit Party pursuant to the terms of a Pledge Agreement executed by the appropriate Credit Party, and (ii) deliver to Agent, for the benefit of the Lenders, the outstanding shares certificates (or other evidence of equity) evidencing such pledged ownership interest.
Pledge of Stock. As collateral security for the punctual payment and performance of all existing and future indebtedness and other liabilities, absolute or contingent, direct or indirect, primary or secondary, of any Borrower to each Bank and to all Banks, of any nature whatsoever arising under the Credit Agreement and the Notes issued thereunder (the "Notes"), that certain Security Agreement dated December 18, 1998 by and among Pledgor, MLC and Federal as Debtors and Pledgee as Secured Party (the "Security Agreement"), and under any other Loan Document, and all the obligations of Pledgor hereunder (all of such indebtedness, liabilities and obligations being hereinafter sometimes referred to collectively as the "Obligations"), Pledgor hereby pledges and collaterally assigns to Pledgee and grants to Pledgee and agrees that Pledgee shall have a first priority security interest in and pledge of 100% of the issued and outstanding shares of capital stock of each domestic subsidiary, and 65% of the issued and outstanding shares of voting capital stock and 100% of the issued and outstanding shares of non-voting capital stock of each foreign subsidiary, as set forth on Schedule 1 hereto (such shares together with any shares or other securities or property referred to in Section 6, being hereinafter sometimes referred to collectively as the "Pledged Securities").
Pledge of Stock. To secure all of Maker's obligations hereunder, Maker hereby pledges and grants a security interest to Holder in the Stock and all stock dividends and stock splits hereafter declared or distributed (the Stock and the stock splits or stock dividends being hereinafter referred to as the "collateral"). Simultaneously with the execution of this Nonrecourse Promissory Note and Stock Pledge Agreement, Maker is delivering to Holder, and Holder hereby acknowledges receipt of, the certificates evidencing the 64,465 shares of Common
