Charged Shares. All its Charged Shares are duly authorised and validly issued, fully paid and non-assessable and it beneficially owns that percentage of the issued and outstanding shares of the relevant Charged Share Issuer(s) set forth in Schedule 3 (Charged Shares).
Charged Shares. 12 4.7 Covenants for title.............................13 4.8 Additions to this Debenture.....................13 4.9 Security Trustee not to give notice.............13
Charged Shares. (a) Subject to the terms of the Intercreditor Agreement each Company shall, on the date of this Debenture or as soon as reasonably practicable thereafter but in any event by 15 May 2001 and from time to time, deliver to the Security Trustee (or a nominee specified by the Security Trustee acting on its behalf), or procure the delivery to the Security Trustee (or such a nominee) of, and the Security Trustee (or such nominee) shall be entitled to hold and retain, all of the Charged Shares or the certificates or documents of title to or representing the same held or acquired by such Company or its nominee(s) together with:
(i) if any of the Charged Shares is not in the sole name of such Company, a declaration of trust in respect of such Charged Shares in favour of such Company duly executed by each Person other than each Company in whose name such Charged Shares are registered or held; and
(ii) any instrument of transfer or assignment of such Charged Shares specified by the Security Trustee duly executed by each Person in whose name any of such Charged Shares are registered or held (with the name of the transferee or assignee, the consideration and the date left blank).
(b) The Security Trustee may following the occurrence of an Event of Default (which is subsisting) have any of the Charged Shares registered in its name or in the name of a nominee specified by the Security Trustee acting on its behalf.
Charged Shares. (a) The Charged Shares charged by the Borrower hereunder constitute (i) 65 percent of the issued and outstanding shares of all classes of the Capital Stock of L-3 U.K. and (ii) all outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Charged Shares and such Charged Shares have been validly charged to the Administrative Agent pursuant hereto.
(b) All the Charged Shares have been duly and validly issued and are fully paid and nonassessable.
(c) The Borrower is the record and beneficial owner of, and has good and marketable title to, the Charged Shares charged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Charge Over Shares and other Liens permitted by the Credit Agreements which have priority by operation of law.
Charged Shares. (a) If the Borrower shall become entitled to receive or shall receive any instruments, stock certificates (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), options or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any of the Charged Shares, or as a dividend or distribution thereunder, or otherwise in respect thereof, and subject to the U.
Charged Shares. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the Borrower of the Administrative Agent's intent to exercise its corresponding rights pursuant to subsections 5.4 and/or 5.5, the Borrower shall be permitted to receive all cash dividends, principal and interest paid in respect of the Charged Shares paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreements, and to exercise all voting and corporate rights with respect to the Charged Shares; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would result in any violation of any provision of the Credit Agreements, this Charge Over Shares or any other Credit Document.
(b) THE BORROWER HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF THE BORROWER WITH RESPECT TO THE COLLATERAL, INCLUDING THE RIGHT TO VOTE THE CHARGED SHARES, WITH FULL POWER OF SUBSTITUTION TO DO SO UPON THE OCCURRENCE OF AN EVENT OF DEFAULT. THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE OCCURRENCE OF THE LAST TERMINATION DATE. IN ADDITION TO THE RIGHT TO VOTE THE CHARGED SHARES, THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE CHARGED SHARES WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY CHARGED SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE CHARGED SHARES OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE OF AN EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING, THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE RESPONSIBLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO. Immediately following the occurrence of an Event of Default, the Borrower shall give notice to the Secretary of L-3 U.K. of the appointment of the Admi...
Charged Shares. (a) The Chargor shall:
(i) CALLS: duly and promptly pay all calls, instalments or other monies which may from time to time become due in respect of any of the Charged Shares, it being acknowledged by the Chargor that none of the Lender Parties shall in any circumstances incur any liability whatsoever in respect of any such calls, instalments or other monies;
Charged Shares. 5 SECTION 4. COVENANTS.................................................................6
Charged Shares. 9 5.2. Payments to be Turned Over To Administrative Agent....................10 5.3. Application of Dividends and Other Payments...........................10 5.4. Right to Enforce Security.............................................10 5.5. Right to Take Possession, Exercise Rights, etc........................11 5.6. Law of Property Xxx 0000 Not Applicable...............................11 5.7. No Liability of Administrative Agent..................................11 SECTION 6. THE ADMINISTRATIVE AGENT.................................................11
Charged Shares. All of the Charged Shares are duly authorised and validly issued, fully paid and non-assessable and constitute the entire issued and outstanding shares of each Charged Share Issuer.
