This Agreement is for the benefit of Pledgee and all future obligees of the secured Obligations and their respective heirs, successors and assigns. Waiver, modification or Cancellation. Any waiver, alteration or modification of any of the provisions of this Agreement, or cancellation or replacement of the same, shall not be valid unless made in writing and signed by the parties hereto. The validity of this Agreement or any of its terms, covenants and conditions, as well as the rights and duties of the parties hereunder, shall be interpreted and construed pursuant to and in accordance with the laws of the State of Florida, without regard. Any notice required or permitted under this Agreement shall be made in accordance with the applicable notice provisions of the note. This Agreement and the note contain the entire understanding and agreement of the parties with respect to the subject matters set forth herein or therein, superseding any and all prior agreements, written or oral, between the parties regarding the same subject matter.
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No purchaser (or his or its representatives or assigns after paying such purchase money and receiving such receipt, shall be bound to see the application of such purchase money or any part walmart thereof, or be answerable in any manner whatsoever for any loss, misapplication. Application of Sale Proceeds. The proceeds of any sale or collection of all or any part of the Pledged Collateral shall be applied by Pledgee without the necessity of any marshaling of assets, in the following order: (a) to the payment of all of the costs and expenses. Pledgee appointed Attorney-in-Fact; Indemnity. Pledgee, their heirs and assigns, is hereby appointed Pledgors attorney-in-fact, effective upon the occurrence of an event of Default, with full power of substitution for the purposes of carrying out the provisions of, and taking any actions and executing any instruments deemed necessary or advisable. Pledgees appointment as Pledgors attorney-in-fact is irrevocable and is coupled with an interest. Pledgor shall indemnify and hold harmless Pledgee from and against any loss, claim, liability, expense or damage that he may incur in the exercise and performance of any of Pledgees powers and duties under this Agreement. When the secured Obligations have been paid in full, this Agreement shall terminate and Pledgee shall transfer, assign and deliver to Pledgor or its designee(s without representation, warranty or recourse, all Pledged Collateral then held by them in pledge, together with all stock powers, assignments. Pledgor hereby agrees to execute and deliver, from time to time hereafter, to Pledgee any and all further documents or instruments as Pledgee may reasonably request in order to effect the purposes and carry out the provisions of this Agreement. In the event that at any time hereafter, due to a change in circumstances (including, without limitation, any changes in applicable law or any decision hereafter made by a court of competent jurisdiction construing applicable law it is, in the opinion of counsel for Pledgee. This Agreement shall be binding upon Pledgor, its successors and assigns.
(b) Proceed by a suit or suits at law or in equity to foreclose this Agreement and sell any or all of the Pledged Collateral, or any portion thereof, under a judgment or decree of a court of competent jurisdiction. (c) Exercise all of the rights and remedies of a secured party under the Uniform Commercial Code of the State of Florida, or under other applicable law, all of which rights and remedies shall be cumulative and none of which shall be exclusive, to the. (d) Transfer any or all of the Pledged Collateral, or any portion thereof, on the books of each of the respective companies to the name of Pledgee free and clear of any restrictions imposed by this Agreement. As Pledgors attorney-in-fact (pursuant to section 12 hereof Pledgee may, in the name and stead of Pledgor, make and execute all conveyances, assignments and transfers of the Pledged Collateral to be sold pursuant to this Agreement. Pledgor hereby ratifies and confirms all that Pledgee, as such attorney-in-fact, shall do under and by virtue of this Agreement. Notwithstanding the foregoing, Pledgor shall, if so requested by Pledgee, ratify and confirm any sale(s) of the Pledged Collateral by executing and delivering to Pledgee or the purchaser(s) of such Pledged Collateral, any document or instrument as may, in Pledgees judgment, business be necessary or advisable. Receipt of Sale Proceeds. The receipt of Pledgee for the purchase money paid at any sale of Pledged Collateral under this Agreement shall be sufficient discharge therefor to any purchaser(s) of such Pledged Interest.
Pledgee shall give pledgor ten (10) days written notice of any such public or private sale of the book Pledged Collateral. In the case of a public sale, the notice shall state the time and place fixed for such sale, as determined by Pledgee in his sole discretion, at which sale the Pledged Collateral may be sold in one lot as an entirety or in separate. Pledgee shall not, however, be obligated to make any sale pursuant to any such notice. Pledgee may, without notice or publication, adjourn any public or private sale from time to time by announcement at the time and place fixed for such sale, or any adjourned date of sale, and any such sale may be made at any time and place. In the case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold shall be retained by Pledgee until the selling price is paid in full by the purchaser thereof. Pledgee shall not be liable in the case of the failure of any purchaser to take up and pay for the Pledged Collateral so sold. In the case of any such failure, the Pledged Collateral may again be sold under the terms and conditions of this Section.
Unless and until an event of Default has occurred, Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Collateral for all purposes not inconsistent with the terms of this Agreement. If an event of Default has occurred, whether or not Pledgee has exercised any available option to declare the secured Obligations due and payable in full or has sought any other relief or remedy available under this Agreement, the note or applicable law: (a) Pledgee. Disposition of Pledged Collateral After an event of Default. If an event of Default occurs, Pledgee may, in his sole discretion, without any further demand, notice or advertisement (except as otherwise provided below) do any of the following: (a) Sell any or all of the Pledged Collateral, or any portion thereof, in one. Pledgee may be the purchaser of any or all of the Pledged 2 Collateral so sold. At any sale, pledgee may, in his sole discretion, restrict the potential bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the person(s) making such purchases represent and agree, to Pledgees satisfaction, that they are. Upon any such sale, pledgee shall have the right to deliver, assign and transfer the Pledged Collateral to the purchaser(s). Each purchaser at any such sale (including Pledgee, if applicable) shall hold the Pledged Collateral so sold free from any claim or right of any kind (including, without limitation, any equity or right of redemption) of Pledgor, which Pledgor hereby specifically waives, to the extent.
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Incorporation of Recitals by reference. Pledgor represents that the recitals to this Agreement are true and correct and agrees that such recitals are hereby incorporated into and made a part of this Agreement. Pledgor hereby pledges, grants a security interest in, hypothecates, mortgages, assigns, transfers, delivers, deposits, sets over and confirms unto Pledgee and their assigns, the following (collectively, the Pledged Collateral the Pledged Interests and the certificates representing the Pledged Interests. This Agreement secures, and the Pledged Collateral is security for, the payment and performance of all the obligations under or pursuant to the note (the secured Obligations). Pledgor shall deliver to Pledgee certificates representing the Pledged Interests, together with stock powers, duly endorsed in blank for transfer, following execution of this Agreement, when issued to Pledgor by Swisher. Pledgee shall hold the Pledged Interests as security for the payment and performance of the secured Obligations and shall not encumber or dispose of the Pledged Interests in any manner whatsoever, except as provided tilak herein.
Pledgors Representations, warranties and covenants. Pledgor represents and warrants that: (a) Pledgor owns the Pledged Collateral free and clear of all pledges, liens, charges and encumbrances (except for the pledge provided for herein (b) Pledgor has the right to pledge the Pledged Collateral pursuant to the terms of this Agreement; and (c) Pledgor. This Agreement shall not be affected by and Pledgor shall not be released from his obligations to Pledgee under this Agreement on account of any indulgence, extension or change in the form, maturity or otherwise, of the secured Obligations, nor by want of presentment, notice. No failure on Pledgees part to exercise, or delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by Pledgee of any right, power or remedy hereunder preclude any other or further exercise. The remedies provided herein are cumulative and are not exclusive of any remedies provided by law. Upon an event of Default (as persuasive such term is defined in the note pledgee may, at his option, immediately exercise any or all of his rights under or pursuant to this Agreement.
The remedies of Holder as provided herein shall be cumulative and concurrent, and may be pursued singly, successively or together, at the sole discretion of Holder, and may be exercised as often as occasion therefor shall arise. No act of omission or commission of Holder, including specifically any failure to exercise any right, remedy or recourse, shall be effective unless it is set forth in a written document executed by holder and then only to the extent specifically recited therein. A waiver or release with reference to one event shall not be construed as continuing, as a bar to, or as a waiver or release of, any subsequent right, remedy or recourse as to any subsequent event. Waiver; Agreement; Consent of maker. Maker hereby (a) waives demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notice, filing of suit and diligence in collecting this Note, in enforcing any of the security rights or in proceeding against any security which may be pledged.
Maker shall indemnify holder for the full amount of such Taxes (but excluding income taxes) paid by holder and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted. This Note shall be construed and enforced in accordance with the laws of the State of Florida without regard to conflicts of law principles. Signature Appears on Following Page 2 in witness whereof, maker has duly executed this Note as of the date first above written. Maker: state OF florida ) ) ss: county OF broward ) The foregoing instrument was acknowledged before me this day of ,. He is personally known to me or has produced (type of identification) as identification. Notary public, state of florida (Print, type or Stamp Commissioned Name of Notary public) 3 Exhibit b form of stock pledge agreement this pledge agreement (this Agreement) is entered into as of, by and between, as pledgor (Pledgor) and. . wayne huizenga and his assigns, as pledgee (Pledgee). Recitals whereas, pledgee has agreed, upon the terms and conditions set forth in a promissory note dated as of the date hereof in the principal amount of (the note to extend a loan to Pledgor pursuant to the terms of the note; whereas, pursuant. Now, therefore, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties agree as follows: terms of agreement.
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Holder shall retain possession of such Shares until the note is fully satisfied. Maker shall cooperate with Holder to (i) perfect a security reviews interest in the Shares; and (ii) take such other steps as Holder may from time to time reasonably request to maintain Holders security interest in the Shares. Upon the occurrence of any failure by maker to comply with its payment or other material obligations hereunder, at the option of Holder, maker shall be in default hereunder and, unless such default has been cured within fifteen (15) days after receipt of written notice. In addition, during any period of default hereunder which shall last beyond thirty (30) days following makers receipt from Holder of written notice specifying such default, the interest rate on all amounts of accrued and unpaid interest and the outstanding principal balance shall be the maximum. The default Interest shall begin to accrue on the aforementioned 30th day. Upon a default by maker under this Note, maker shall, in addition to all other amounts due under this Note, pay on demand, all costs of collection and reasonable attorneys fees and courts costs paid or incurred by holder in enforcing this Note. The obligations of maker under this Note are non-recourse obligations and any recovery against maker hereunder shall be limited solely to makers interest in the Shares. No other property or assets of maker shall be subject to any levy, execution or other enforcement proceedings for the satisfaction of any of the remedies of Holder under this Note or for the payments required hereunder. Remedies; no waiver of Holder.
Signature page to follow 2 in witness whereof, assignor and Assignee have caused this Assignment to be duly executed as of the date first above written. Wayne huizenga 3 Exhibit a form of non-recourse secured promissory note fort lauderdale, florida for value received, ( maker hereby promises to pay to the order. Wayne huizenga ( Holder at such place as Holder may designate in writing, the principal sum of dollars and cents ( in lawful money of the United States of America, together with interest from the date hereof on the unpaid principal balance thereof from time. This Promissory note (this note ) is issued in connection with that certain Assignment of Stock Agreement dated as of the date hereof between maker and Holder (the assignment Agreement pursuant to which Holder has assigned to maker all right title and interest in and. Principal, together with accrued interest on the unpaid balance of this Note, shall be payable upon the sale of the Shares (as defined old below) (the maturity date ). This Note may be prepaid in whole or in part at any time prior to the maturity date without premium or penalty. All payments made hereunder shall be credited first to interest and then to principal. As an inducement for Holder to loan maker the principal sum of this Non-Recourse secured Promissory note, maker hereby grants to holder as security for the prompt and complete payment, observance and performance of this Note, a continuing security interest in all of makers right.
and delivered to Assignor a stock Pledge Agreement, the form of which is attached hereto as Exhibit. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and the transactions contemplated herein, and supersedes all prior understandings and agreements (oral and written) of the parties with respect to the subject matter hereof. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this. Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible. (c) governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed in that State. Venue of any action arising out of this Agreement shall lie exclusively in Broward county, florida. Assignor agrees to execute such addition documents, stock powers and letters of direction as may be necessary to effect the assignment contemplated hereby.
Recitals, whereas, assignor is the owner and holder of shares of common stock, par value.01 per share (the Shares of Swisher. International, Inc., a nevada corporation (the company and. Whereas, assignor wishes to convey, shares (the conveyed Shares) to Assignee. Now therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:. The recitals contained hereinabove are acknowledged by the parties as being true and correct and are incorporated by reference herein. Assignor hereby assigns, sells, conveys, transfers and sets over unto Assignee, its successors and assigns, all right, title and interest of Assignor in and to the conveyed Shares, free and clear of all liens, claims, charges and encumbrances, other than any encumbrances arising from security. Assignor hereby represents and warrants to Assignee that (i) Assignor is the sole legal and beneficial owner of the conveyed Shares, (ii) Assignor owns the conveyed Shares free and clear of all liens, claims, charges and encumbrances, and (iii) Assignor has the full power and authority to assign. Conveyed Shares, and no approval or consent of any person, court or other governmental authority or agency is required in connection with this Agreement.essay
Shares assignment - financial counselling Confirm
Assignment of guaranteed shares, this Assignment of Shares (the Assignment) is made and effective this 4th day of April, 2015, between: weatherman Time, inc (the 'assignor a corporation organized and existing under the laws of the Ohio with its head office located at: 20 North Broadway. And: wood Crapo llc (the 'assignee a corporation organized and existing under the laws of the california with its head office located at: 2500 Terminal Tower, 50 Public Square, sacramento, california 46107. For value received, which is acknowledged, the Assignor hereby assigns all interest and benefit to Assignee in the class shares of corporation name evidenced by Share certificate no(s). The Assignor warrants the Assignee that the Shares are fully paid-up and that the Assignor owns the Shares free and clear of all encumbrances. In witness whereof, the parties hereto have executed this Assignment on the date first above written. Form of Assignment of Stock, exhibit 3, form. Assignment of stock, this assignment of stock (this Agreement) is made and entered into as of, by and between. Wayne huizenga (Assignor) and (Assignee).