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Title: |
Pledge Agreement |
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Entities: |
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Date: |
2002 |
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Preview shows 5KB of 30KB total |
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Price: |
$40 |
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ID: |
#284815 |
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PLEDGE AGREEMENT
PLEDGE AGREEMENT dated as of January 1, 2002 by and among American
Home Products Corporation, a Delaware corporation ("AHP"), AHP Subsidiary
Holding Corporation ("Holdings" and together with AHP, the "Pledgees") and
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Immunex Corporation, a Washington corporation ("Pledgor").
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Pledgor has, on this date, executed and delivered to Pledgees or their
assigns a promissory note dated the date hereof in the principal amount of Two
Hundred Seventy Nine Million Four Hundred Seventeen Thousand and Nine Hundred
Eighty-two Dollars ($279,417,982) (the "Note").
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The Pledgor is the sole beneficial owner of one thousand (1,000)
common shares, no par value per share, of the outstanding capital stock of
Greenwich Holdings Inc., a Delaware corporation (the "Company").
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To induce the Pledgees to extend the credit to the Pledgor represented
by the Note and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Pledgor has agreed to
mortgage, assign, pledge and grant a security interest in the Collateral (as
hereinafter defined) as security for the Secured Obligations (as hereinafter
defined). Accordingly, the parties hereto agree as follows:
Section 1. Definitions. Terms defined in the Note and not otherwise
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defined herein are used herein as defined therein. In addition, as used herein:
"Collateral" shall have the meaning ascribed thereto in Section 3
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hereof.
"Issuer" shall mean the Company.
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"Lien" shall mean, with respect to any asset, any mortgage, lien,
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pledge, charge, security interest or encumbrance of any kind in respect of
such asset.
"Pledged Shares" shall have the meaning ascribed thereto in Section
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3(a) hereof.
"Purchase Agreement" shall mean the Purchase Agreement, dated as of
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November 6. 2001, as amended, by and among the Pledgees and Pledgor.
"Secured Obligations" shall mean (a) all obligations from time to time
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owing by the Pledgor to the Pledgees under the Note and any increases,
renewals or extensions thereof and (b) all amounts from time to time owing
to the Pledgees by the Pledgor hereunder.
"Subsidiary" of any Person shall mean (a) any corporation of which at
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least a majority of the outstanding shares of stock having by the terms
thereof ordinary voting power to elect a majority of the board of directors
of such corporation (irrespective of
{PAGE}
whether or not at the time stock of any other class or classes of such
corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time directly or indirectly owned
or controlled by such Person and/or one or more of the Subsidiaries of such
Person, or (b) any partnership of which at least a majority of the
partnership or other ownership interests having by the terms thereof
ordinary voting power to direct or cause the direction of management or
policies of such partnership is at the time directly or indirectly owned by
such Person and/or with respect to which such Person has the power,
directly or indirectly, to direct or cause the direction of certain or all
of the management and policies thereof.
"Uniform Commercial Code" shall mean the Uniform Commercial Code as in
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effect from time to time in the State of New York.
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