Distributions and Voting Prior to an Event of Default Sample Clauses

Distributions and Voting Prior to an Event of Default. Unless an Event of Default shall have occurred and be continuing: (i) the Pledgors shall be entitled to receive and retain for their own account any cash dividend on or other cash distribution, if any, in respect of the Pledged Collateral, to the extent consistent with the Loan Documents; and (ii) the Pledgors shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of the Pledged Subsidiaries to the same extent as the Pledgors would if the Pledged Collateral were not pledged to the Administrative Agent pursuant to this Agreement; provided, however, that in no event shall the provisions of this Section 5(a) operate to limit such distributions to the Borrower and the Company as may be required to make the Restricted Payments otherwise permitted under the Credit Agreement; and provided, further, however, that no vote shall be cast or consent, waiver or ratification given or action taken which would have the effect of impairing the position or interest of the Administrative Agent in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of or other ownership interests in the Pledged Subsidiaries or any Pledgor’s rights to control or otherwise direct the affairs of the Pledged Subsidiaries in any material respect or violate any provision of this Agreement, the Credit Agreement, any Guaranty or any other Loan Documents. If applicable, a Pledgor shall be deemed the beneficial owner of all Pledged Collateral of such Pledgor for purposes of Sections 13 and 16 of the Exchange Act and agrees to file all reports required to be filed by beneficial owners of securities thereunder. The Administrative Agent shall execute and deliver (or cause to be executed and delivered) to the applicable Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to this subsection (a) and to receive the distributions which it is authorized to receive and retain pursuant to this subsection (a).
Sample 1See All (6)
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Distributions and Voting Prior to an Event of Default. Unless an Event of Default shall have occurred the Borrower shall have the right to vote the Pledged Shares and to retain the power to control the direction, management and policies of the Company to the same extent as the Borrower would if the Pledged Shares were not pledged to the Lender pursuant to this Agreement except to the extent that Borrower is obligated to vote the Pledged Shares in favor of an increase in the authorized number of the Company's Common Shares under the terms of the Option Agreement. Any cash dividend on or other cash distribution, if any, in respect of the Pledged Shares shall be applied to reduce the Secured Obligations.
Sample 1
Distributions and Voting Prior to an Event of Default. Unless an Event of Default (as defined in the Note) shall have occurred: (i) the Shareholder shall be entitled to receive and retain for his own account any cash dividend on or other cash distribution, if any, in respect of the Pledged Shares; and (ii) the Shareholder shall have the right to vote the Pledged Shares and to retain power to control the direction, management, and policies of _____________ to the same extent as the Shareholder would if the Pledged Shares were not pledged to Medtronic pursuant to this Agreement; provided, however, that the Shareholder shall not be entitled to receive (a) cash paid, payable, or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Shares, or (b) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution of _____________ or in connection with a reduction of capital, capital surplus, or any other type of recapitalization involving _____________; and provided further, however, that no vote shall be cast or consent, waiver, or ratification given or action taken that would have the effect of impairing the position or interest of Medtronic in respect of the Pledged Shares or which would alter the voting rights with respect to the stock of _____________ or be inconsistent with or violate any provision of this Agreement.
Sample 1

Related to Distributions and Voting Prior to an Event of Default

  • Actions following an Event of Default On, or at any time after, the occurrence of an Event of Default:

  • Notification of Event of Default Borrower shall notify Agent immediately of the occurrence of any Event of Default.

  • Payments After Event of Default Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

  • Interest After Event of Default If an Event of Default shall have occurred and is continuing, all sums outstanding and unpaid under the Credit Documents, including this Deed of Trust, shall, at Beneficiary’s option, bear interest at the Default Rate until such Event of Default has been cured. Trustor’s obligation to pay such sums and interest shall be secured by this Deed of Trust.

  • REMEDIES IN CASE OF AN EVENT OF DEFAULT If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable:

  • Certain Events of Default The following Events of Default will apply to the parties as specified below, and the definition of “Event of Default” in Section 14 is deemed to be modified accordingly:

  • Action if Other Event of Default If any Event of Default (other than any Event of Default described in clauses (i) through (iv) of Section 9.1(h)) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Lender may, by notice to the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of the Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and the Commitments shall terminate.

  • Guarantee Event of Default; Notice (a) The Guarantee Trustee shall, within 90 days after the occurrence of a Guarantee Event of Default actually known to a Responsible Officer of the Guarantee Trustee, transmit by mail, first class postage prepaid, to the Holders of the Securities, notices of all such Guarantee Events of Default, unless such defaults have been cured before the giving of such notice; provided, that the Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities.

  • After Event of Default Borrower further agrees to pay, or reimburse Lender, for all reasonable out-of-pocket costs and expenses, including without limitation reasonable attorneys’ fees and disbursements incurred by Lender after the occurrence of an Event of Default (i) in enforcing any Obligation or in foreclosing against the Collateral or exercising or enforcing any other right or remedy available by reason of such Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to Borrower and related to or arising out of the transactions contemplated hereby; (iv) in taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise); (v) in protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral; or (vi) in attempting to enforce or enforcing any Lien in any of the Collateral or any other rights under the Security Instrument.

  • Rights Upon Event of Default If an Event of Default, other than an Event of Default described in Section 5.01(iv) or (v) above, shall have occurred and be continuing the Indenture Trustee or the Required Holders may declare the principal amount of the Notes immediately due and payable at par. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article Five provided, the Required Holders may rescind such declaration if (i) the Issuer has made all payments of principal of and interest on all Notes that have become due and payable (other than by reason of acceleration of the Notes) and (ii) the Issuer has paid all amounts due and payable to the Indenture Trustee. If an Event of Default described in Section 5.01(iv) or (v) shall have occurred and be continuing, the principal amount of the Notes shall become immediately due and payable.

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