Control of Securities Clause Samples
Control of Securities. (a) Except as provided in this Agreement, the --------------------- Pledgor shall have the rights provided to it in the Custody Agreement. The Pledgor shall have the right, from time to time, to vote and give consents with respect to the Securities for all purposes not inconsistent with the provisions of this Agreement or the Custody Agreement. Notwithstanding anything else set forth in this Agreement, in the event of a conflict between this Agreement and the Custody Agreement, the provisions of this Agreement shall control.
(b) The Pledgee (itself or through an agent) is hereby authorized and empowered, at its election, to transfer and register in its name or in the name of its nominee the whole or any part of the Securities to collect and receive all cash dividends and other distributions made thereon, to sell in one or more sales, but without any previous notice or advertisement, the whole or any part of the Securities and to otherwise act with respect to the Securities as though the Pledgee was the outright owner thereof. In the event that the value of the Securities pledged by Pledgor is insufficient to pay the outstanding Obligations in full, Pledgee may execute in Pledgor's name a Report of Pledged Securities granting to Pledgee a security interest in additional securities owned by Pledgor in an amount equal to the unpaid balance of the Obligations. If the Pledgee should so execute a Report of Pledged Securities in Pledgor's name, the Pledgee shall promptly send a copy of such Report of Pledged Securities to the Pledgor by facsimile transmission at the number specified pursuant to Section 11 of this Agreement. In the event that the Pledgor has pledged any of the Securities identified on such Report of Pledged Securities to any other party, the Pledgor shall promptly notify the Pledgee in writing and Pledgee may substitute other securities of the Pledgor in place thereof. The Pledgor hereby irrevocably constitutes and appoints the Pledgee as the proxy and attorney-in- fact of the Pledgor, with full power of substitution to do so; provided, however, the Pledgee shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so for any delay in doing so. Except as provided in the Authorization Letter (as defined in the Loan Agreement), the Pledgee hereby agrees that it shall not exercise any of the powers granted in this Section 5(b) unless an Event of Default (as defined in Section 6) has occurr...
Control of Securities. 5 SECTION 4 - COVENANTS...........................................................6
Control of Securities. To the knowledge of the Purchaser, there is no agreement in force or effect which in any manner affects or will affect the voting or control of any of the securities of any Purchaser Entity, including the Common Shares.
Control of Securities. As a result of and immediately following the Closing (all terms enclosed in quotation marks in this Section 3.4 having the meanings set forth in the regulations set forth at 16 CFR Part 800 (the "Regulations"), promulgated by the Federal Trade Commission under Section 7A of the Clay▇▇▇ ▇▇▇, 15 U.S.C. 18A, as added by the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976 (▇▇▇ "▇▇▇ ▇▇▇")):
(a) Each Investor is an "acquiring person."
(b) Each Investor is an "entity" not "controlled" by any other "entity" and is therefore an "ultimate parent entity."
(c) Each Investor will not "hold" an aggregate total amount of the "voting securities" and "assets" of the "acquired person" in excess of $15 million.
(d) Each Investor will not "hold" "assets" of the "acquired person" valued at more than $15 million.
Control of Securities. The Grantor undertakes: (i) in respect of each Security in which it has rights when it executes this Agreement, as soon as reasonably practicable after the date of this Agreement; and (ii) in respect of any Security in which it acquires rights after this Agreement is executed (if requested by the Security Agent), as soon as reasonably practicable after it acquires such rights, to:
(a) deliver, or procure delivery, to the Security Agent (or as it may direct) all certificates embodying the right to or representing such Securities;
(b) execute and deliver, or procure the execution and delivery, to the Security Agent (or as it may direct) a Transfer Form (left undated and with the transferee left blank) in respect of each class or type of such Securities, provided that the Security Agent shall, at any time prior to an Acceleration Event, be obliged to return such share certificates, immediately following a request of the Grantor, if required to effect a transaction, matter or other step which is not prohibited by the Debt Documents or in respect of which consent has been obtained in accordance with clause 25 (Consents, Amendments and Override) of the Intercreditor Agreement.