Common use of Extraordinary Payments and Distributions Clause in Contracts

Extraordinary Payments and Distributions. In case, upon the dissolution or liquidation (in whole or in part) of the Pledgee, any sum shall be paid as a liquidating distribution or otherwise upon or with respect to any of the Collateral during the Pledge Period, such sum shall be paid over to the Pledgee promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee as additional Collateral hereunder and all of the same shall constitute Collateral for all purposes hereof. Any such payment made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such payment applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made with respect to the Collateral, or Additional Interests or fractions thereof shall be issued pursuant to any split involving any of the Collateral, or any distribution of capital shall be made on any of the Collateral, or any shares, obligations or other property shall be distributed upon or with respect to the Collateral pursuant to a recapitalization or reclassification of the capital of the Pledgee, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgee, or pursuant to the merger or consolidation of the Pledgee with or into another entity, the shares, obligations or other property so distributed shall be delivered to the Pledgee promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee as additional Collateral hereunder, and all of the same shall constitute Collateral for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Appears in 18 contracts

Samples: Membership Interest Purchase Agreement (Bluerock Residential Growth REIT, Inc.), Contribution Agreement (Bluerock Residential Growth REIT, Inc.), Contribution Agreement (Bluerock Residential Growth REIT, Inc.)

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Extraordinary Payments and Distributions. In case, upon the dissolution or liquidation (in whole or in part) of the Pledgeeissuer of any of the Pledged Securities, any sum shall be paid as a liquidating distribution dividend or otherwise upon or with respect to any of the Collateral during Pledged Securities, and in case any sum shall be paid on account of the Pledge Periodprincipal of any of the Pledged Securities which shall be an obligation, such sum shall shall, at any time an Event of Default has occurred and is continuing, be paid over to the Pledgee Secured Party promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Secured Party as additional Collateral hereunder and all collateral hereunder. In case any stock dividend shall be declared on any of the same shall constitute Collateral for all purposes hereof. Any such payment made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such payment applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made with respect to the CollateralPledged Securities, or Additional Interests any shares of stock or fractions thereof shall be issued pursuant to any stock split involving any of the CollateralPledged Securities, or any distribution of capital shall be made on any of the CollateralPledged Securities, or any shares, obligations or other property shall be distributed upon or with respect to the Collateral Pledged Securities pursuant to a recapitalization or reclassification of the capital of the Pledgeeissuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgeesuch issuer, or pursuant to the merger or consolidation of the Pledgee such issuer with or into another entitycorporation, the shares, obligations or other property so distributed shall be delivered to the Pledgee Secured Party promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Secured Party as additional Collateral collateral hereunder, and all of the same (other than cash, which shall be paid to the Pledgor unless an Event of Default has occurred and is continuing) shall constitute Collateral Pledged Securities for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Appears in 1 contract

Samples: Pledge Agreement (Rex Stores Corp)

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Extraordinary Payments and Distributions. In case, upon the dissolution or liquidation (in whole or in part) of the Pledgeeissuer of any of the Pledged Securities, any sum shall be paid as a liquidating distribution dividend or otherwise upon or with respect to any of the Collateral during Pledged Securities, and in case any sum shall be paid on account of the Pledge Periodprincipal of any of the Pledged Securities which shall be an obligation, such sum shall shall, at any time an Event of Default has occurred and is continuing, be paid over to the Pledgee Secured Party promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Secured Party as additional Collateral hereunder and all collateral hereunder. In case any stock dividend shall be declared on any of the same shall constitute Collateral for all purposes hereof. Any such payment made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such payment applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional Interests shall be made with respect to the CollateralPledged Securities, or Additional Interests any shares of stock or fractions thereof shall be issued pursuant to any stock split involving any of the CollateralPledged Securities, or any distribution of capital shall be made on any of the CollateralPledged Securities, or any shares, obligations or other property shall be distributed upon or with respect to the Collateral Pledged Securities pursuant to a recapitalization or reclassification of the capital of the Pledgeeissuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Pledgeesuch issuer, or pursuant to the merger or consolidation of the Pledgee such issuer with or into another entitycorporation, the shares, obligations or other property so distributed shall be delivered to the Pledgee Secured Party promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Secured Party as additional Collateral collateral hereunder, and all of the same (other than cash, which shall be paid to the applicable Pledgor unless an Event of Default has occurred and is continuing) shall constitute Collateral Pledged Securities for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral.

Appears in 1 contract

Samples: Pledge Agreement (Rex Stores Corp)

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