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. 2.1 Pledgor hereby assigns, transfers, pledges and delivers to Secured Party and grants Secured Party a security interest in all issued and outstanding stock in the Company now owned or hereafter acquired by Pledgor, including without limitation the stock described on Schedule "A" attached hereto and by this reference made a part hereof, together with all earnings thereon, all additions thereto, all proceeds thereof from sale or otherwise, all substitutions therefor, and all securities issued with respect thereto as a result of any stock dividend, stock split, warrants or other rights, reclassification, readjustment or other change in the capital structure of the Company, and the securities of any corporation or other properties received upon the conversion or exchange thereof pursuant to any merger, consolidation, reorganization, sale of assets or other agreement or received upon any liquidation of the Company or such other corporation (all hereinafter called the "Pledged Securities").
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. 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. 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 111,081 shares of
Pledge of Stock. Pledgor hereby pledges, assigns, grants a first priority security interest in, and delivers to Pledgee the Stock (as hereinafter defined), to be held by Pledgee subject to the terms and conditions hereinafter set forth, the certificates for which, accompanied by stock powers or other appropriate instruments of assignment thereof duly executed by Pledgor, have been delivered to Pledgee.
