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Title: |
Share Pledge Agreement |
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Entities: |
Bedminster National Corp |
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Date: |
2008 |
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Size: |
25KB total |
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Price: |
$41 |
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ID: |
#3285344 |
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Start of
Preview |
SHARE PLEDGE AGREEMENT
WITNESSETH:
WHEREAS, pursuant to the promissory note or other financial instruments, including, without limitation, (i) that certain Promissory Note dated June 26, 2007 from Bedminster National Corp. (the ?Company?) in favor of the Secured Party (?Note?), the Secured Party has agreed to make certain loans and other financial accommodations to the Company
WHEREAS, Pledgor is the record and beneficial owner of certain securities or options to purchase certain securities of the Company listed on Schedule I attached hereto and as described herein, and Pledgor has agreed to enter into this Agreement in order to induce Secured Party to extend and/or continue the extension of credit to the Company.
NOW, THEREFORE, for and in consideration of any loan, advance or other financial accommodation heretofore or hereafter made to or for the benefit of the Company or any other obligor under or in connection with the Note, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. When used herein, the following terms have the following meanings (such meanings to be applicable to both the singular and plural forms of such terms):
Collateral - see Section 2 of this Agreement.
Issuer - the issuer of any of the shares of stock or other securities representing all or any of the Collateral.
Liens - with respect to any Person, any interest granted by such Person in any real or personal property, asset or other right owned or being purchased or acquired by such Person which secures payment or performance of any obligation and shall include any mortgage, lien, encumbrance, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise.
Person - any individual, corporation, limited liability company, partnership, joint venture, firm, association, trust or other enterprise or entity or any governmental authority.
?Secured Obligations? All indebtedness, liabilities and obligations which are now or may at any time hereafter be due, owing or incurred in any manner whatsoever to Secured Party by the Company or of any subsidiary of the Company, whether under this Agreement, any Note, any guaranty or any other documents executed in connection therewith, in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, whether at stated maturity, by acceleration or otherwise (including, without limitation, the payment of interest and other amounts which would accrue and become due but for the filing of a petition in bankruptcy or the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ? 362(a)), including, without limitation, all charges, fees, expenses, commissions, reimbursements, premiums, indemnities and other payments related to or in respect of such obligations.
?UCC? means the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts on the date of this Agreement, as may be amended or modified from time to time after the date hereof; provided that, "UCC" shall also mean the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.
2. Pledge. As security for the payment of the Secured Obligations, the Pledgor hereby pledges to the Secured Party and grants to the Secured Party, a continuing security interest in, all of the following:
A. All of the shares of stock, ownership interests and other securities described in Schedule I hereto, all of the certificates and/or instruments representing such shares of stock, ownership interests and other securities, and all cash, securities, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, ownership interests or other securities; and all additional shares of stock or ownership interests of any of the Issuers listed in Schedule I hereto at any time and from time to time acquired by the Pledgor in any manner, all of the certificates and/or instruments representing such additional shares or ownership interests and all cash, securities, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or ownership interests;
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