Control of Securities Sample Clauses

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...
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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 Clayxxx Xxx, 15 U.S.C. 18A, as added by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx")): (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.
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Control of Securities. 5 SECTION 4 - COVENANTS...........................................................6
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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.
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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.
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Related to Control of Securities

  • Disposition of Securities The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company at the Company’s expense, an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under the Transaction Documents and registration statement, if any.

  • REDEMPTION OF SECURITIES SECTION 1101.

  • Evaluation of Securities The Trustee shall determine separately and promptly furnish to the Depositor upon request the value of each issue of the Securities in the Trust as of the Evaluation Time on each of the days on which the Trustee shall make the Trust Evaluation required by Section 5.1. The value of each issue of Securities shall be determined in good faith by the Trustee in accordance with the following procedures: If the Securities are listed on a national or foreign securities exchange, such valuation shall be based on the closing sale price on such exchange which is the principal market thereof, deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Trustee deems such price inappropriate as a basis for valuation). If the Securities are not so listed, or, if so listed and the principal market therefor is other than such exchange or there is no closing sale price on such exchange, such valuation shall be based on the closing sale price in the over-the-counter market (unless the Trustee deems such price inappropriate as a basis for valuation) or if there is no such closing sale price, then the Trustee may utilize, at the Trust’s expense, an independent evaluation service or services approved by the Depositor to ascertain the values of the Securities. The independent evaluation service shall use any of the following methods, or a combination thereof, which it deems appropriate: (a) on the basis of current bid prices of such Securities as obtained from investment dealers or brokers (including the Depositor) who customarily deal in securities comparable to those held by the Trust, or (b) if bid prices are not available for any of such Securities, on the basis of bid prices for comparable securities, or (c) by appraisal of the value of the Securities on the bid side of the market or by such other appraisal as is deemed appropriate, or (d) by any combination of the above. As used herein, the closing sale price is deemed to mean the most recent closing sale price on the relevant securities exchange prior to the Evaluation Time. The Trustee shall be permitted to rely on these evaluations when determining the Unit Value. The Trustee shall have no responsibility or liability for the valuations supplied to it by the independent evaluation service. The Trustee shall also make an evaluation of the Securities deposited in the Trust as of the time said Securities are deposited under this Indenture pursuant to Section 2.1. Such evaluation shall be made on the same basis as set forth above and shall be included in the Schedules attached to the Reference Trust Agreement. If the Trust holds Securities denominated in a currency other than U.S. dollars, the evaluation of such Security shall be converted to U.S. dollars based on current offering side exchange rates (unless the Trustee deems such prices inappropriate as a basis for valuation).”

  • Payment of Securities 42 SECTION 4.02.

  • Authorization of Securities The Securities to be sold by the Company under this Agreement have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable; no holder of the Securities is or will be subject to personal liability by reason of being such a holder; and the issuance and sale of the Securities to be sold by the Company under this Agreement are not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person.

  • Segregation of Securities The Bank shall identify on its books as belonging to the Fund the Foreign Portfolio Securities held by each foreign sub-custodian (each an "Eligible Foreign Custodian") selected by the Foreign Custody Manager, subject to receipt by the Bank of the necessary information from such Eligible Foreign Custodian if the Foreign Custody Manager is not the Bank.

  • Execution of Securities The Securities shall be signed on behalf of the Issuer by the chairman of the Board of Directors, the president, any vice president or the treasurer of the Issuer, under its corporate seal which may, but need not, be attested by its secretary or one of its assistant secretaries. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The seal of the Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. In case any officer of the Issuer who shall have signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security had not ceased to be such officer of the Issuer; and any Security may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such person was not such an officer.

  • Status of Securities As of the Closing, the shares of Series A Preferred Stock to be issued pursuant to this Agreement and the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock will have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A Certificate, as applicable, the shares of Series A Preferred Stock will be validly issued, fully paid and nonassessable, will not be subject to preemptive rights of any other stockholder of the Company, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. The respective rights, preferences, privileges, and restrictions of the Series A Preferred Stock and the Common Stock are as stated in the Series A Certificate or the Company’s certificate of incorporation, respectively. As of the Closing, the shares of Common Stock to be issued upon any conversion or redemption of the Purchased Shares shall have been duly reserved for such issuance.

  • Reservation of Securities The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may be required to fulfill its obligations in full under the Transaction Documents. In the event that at any time the then authorized shares of Common Stock are insufficient for the Company to satisfy its obligations in full under the Transaction Documents, the Company shall promptly take such actions as may be required to increase the number of authorized shares.

  • Acceleration of Securities If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration.

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