Right to Vote Pledged Securities. Unless an Event of Default shall have occurred and be continuing, Debtor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities and to exercise conversion rights with respect to the convertible securities included therein, and Secured Party shall, upon receiving a written request from Debtor accompanied by a certificate signed by Debtor's principal financial officer stating that no Event of Default has occurred, deliver to Debtor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any Pledged Securities which are registered in Secured Party's name, and make such arrangements with respect to the conversion of convertible securities as shall be specified in Debtor's request, such arrangements to be in form and substance reasonably satisfactory to Secured Party. If an Event of Default shall have occurred and be continuing, and provided Secured Party elects to exercise the rights hereinafter set forth by notice to Debtor of such election, Secured Party shall have the right, to the extent permitted by law, and Debtor shall take all such action as may be necessary or reasonably appropriate to give effect to such right, to vote and to give consents, ratifications and waivers and take any other action with respect to all the Pledged Securities with the same force and effect as if Secured Party were the absolute and sole owner thereof.
Appears in 7 contracts
Samples: Security Agreement (Broadway & Seymour Inc), Security Agreement (Broadway & Seymour Inc), Security Agreement (Broadway & Seymour Inc)
Right to Vote Pledged Securities. Unless an Event of Default shall have occurred and be continuing, Debtor the Company shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities any securities constituting Collateral and to exercise conversion rights with respect to the convertible securities included therein, and Secured Party the Agent shall, upon receiving a written request from Debtor the Company accompanied by a certificate signed by Debtorthe Company's principal financial officer stating that no Event of Default has occurred, deliver to Debtor the Company or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any Pledged Securities securities constituting Collateral which are registered in Secured Partythe Agent's name, and make such arrangements with respect to the conversion of convertible securities as shall be specified in Debtorthe Company's request, such arrangements to be in form and substance reasonably satisfactory to Secured Partythe Agent. If an Event of Default shall have occurred and be continuing, and provided Secured Party the Agent elects to exercise the rights hereinafter set forth by notice to Debtor the Company of such election, Secured Party the Agent shall have the right, to the extent permitted by law, and Debtor the Company shall take all such action as may be necessary or reasonably appropriate to give effect to such right, to vote and to give consents, ratifications and waivers and take any other action with respect to all the Pledged Securities securities constituting Collateral with the same force and effect as if Secured Party the Agent were the absolute and sole owner thereof.
Appears in 3 contracts
Samples: Security Agreement (PCD Inc), Security Agreement (PCD Inc), Security Agreement (PCD Inc)
Right to Vote Pledged Securities. Unless an Event of Default shall have occurred and be continuingoccurred, Debtor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities and to exercise conversion rights with respect to the convertible securities included therein, and Secured Party shall, upon receiving a written request from Debtor accompanied by a certificate signed by Debtor's its principal financial officer stating that no Event of Default has occurredoccurred and is continuing, deliver to Debtor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers as Secured Party shall approve in respect of any Pledged Securities which are registered in Secured Party's name, and make such arrangements with respect to the conversion of convertible securities as shall be specified in Debtor's request, such arrangements to request and be in form and substance reasonably satisfactory to Secured Party. If an Event of Default shall have occurred and be continuingoccurred, and provided Secured Party elects to exercise the rights hereinafter set forth by notice to Debtor of such election, Secured Party shall have the right, right to the extent permitted by law, and Debtor shall take all such action as may be necessary or reasonably appropriate to give effect to such right, to vote and to give consents, ratifications and waivers and take any other action with respect to all the Pledged Securities with the same force and effect as if Secured Party were the absolute and sole owner thereof. The curing of any such Event of Default shall not divest Secured Party of its rights under SECTIONS 8, 9, 10 and 11 hereof unless and until Secured Party in writing reinstates the rights of Debtor which existed prior to the occurrence of the Event of Default.
Appears in 2 contracts
Samples: Security Agreement (Markland Technologies Inc), Security Agreement (Markland Technologies Inc)
Right to Vote Pledged Securities. Unless an Event of Default shall have occurred and be continuing, Debtor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities and to exercise conversion rights with respect to the convertible securities included therein, and Secured Party shall, upon receiving a written request from Debtor accompanied by a certificate signed by Debtor's principal financial officer stating that no Event of Default has occurred, deliver to Debtor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any Pledged Securities which are registered in Secured Party's name, and make 4 such arrangements with respect to the conversion of convertible securities as shall be specified in Debtor's request, such arrangements to be in form and substance reasonably satisfactory to Secured Party. If an Event of Default shall have occurred and be continuing, and provided Secured Party elects to exercise the rights hereinafter set forth by notice to Debtor of such election, Secured Party shall have the right, to the extent permitted by law, and Debtor shall take all such action as may be necessary or reasonably appropriate to give effect to such right, to vote and to give consents, ratifications and waivers and take any other action with respect to all the Pledged Securities with the same force and effect as if Secured Party were the absolute and sole owner thereof.
Appears in 1 contract
Samples: Security Agreement (PCD Inc)
Right to Vote Pledged Securities. Unless an Event of Default shall have occurred and be continuing, the Debtor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities and to exercise conversion rights with respect to the convertible securities included therein, and the Secured Party shall, upon receiving a written request from the Debtor accompanied by a certificate signed by Debtor's its principal financial officer stating that no Event of Default has occurredoccurred and is continuing, deliver to the Debtor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any Pledged Securities which are registered in the name of the Secured Party's name, Party and make such arrangements with respect to the conversion of convertible securities as shall be specified in the Debtor's request, such arrangements to ’s request and be in form and substance reasonably satisfactory to the Secured Party. If an Event of Default shall have occurred and be continuing, and provided the Secured Party elects to exercise the rights hereinafter set forth by notice to the Debtor of such election, the Secured Party shall have the right, right to the extent permitted by law, and the Debtor shall take all such action as may be necessary or reasonably appropriate to give effect to such right, to vote and to give consents, ratifications and waivers and take any other action with respect to all the Pledged Securities with the same force and effect as if the Secured Party were the absolute and sole owner thereof.
Appears in 1 contract
Right to Vote Pledged Securities. Unless an Event of Default ---------- -------------------------------- shall have occurred and be continuing, Debtor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities and to exercise conversion rights with respect to the convertible securities included therein, and Secured Party shall, upon receiving a written request from Debtor accompanied by a certificate signed by Debtor's principal financial officer stating that no Event of Default has occurredoccurred and is continuing, deliver to Debtor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any Pledged Securities which are registered in Secured Party's name, and make such arrangements with respect to the conversion of convertible securities as shall be specified in Debtor's request, such arrangements to be in form and substance reasonably satisfactory to Secured Party. If an Event of Default shall have occurred and be continuing, and provided Secured Party elects to exercise the rights hereinafter set forth by notice to Debtor of such election, Secured Party shall have the right, to the extent permitted by law, and Debtor shall take all such action as may be necessary or reasonably appropriate to give effect to such right, to vote and to give consents, ratifications and waivers and take any other action with respect to all the Pledged Securities with the same force and effect as if Secured Party were the absolute and sole owner thereof.
Appears in 1 contract
Right to Vote Pledged Securities. (a) Unless and until an Event of Default shall have has occurred and be is continuing, the Debtor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities and to exercise conversion rights with respect to the any convertible securities included thereintherein (provided, however, that no vote shall be cast, and no consent shall be given or shareholder action taken, which would have the effect of impairing the position or interest of the Agent and the Secured Party shall, upon receiving a written request from Debtor accompanied by a certificate signed by Debtor's principal financial officer stating that no Event of Default has occurred, deliver to Debtor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any Pledged Securities which are registered in Secured Party's name, and make such arrangements Parties with respect to the conversion of convertible securities as shall be specified in Debtor's requestPledged Securities or which would authorize or effect any action then prohibited by the Credit Agreement or any other Transaction Document referred to therein).
(b) Notwithstanding any provision herein to the contrary, such arrangements to be in form and substance reasonably satisfactory to Secured Party. If an if any Event of Default shall have occurred and be continuing, and provided Secured Party elects to exercise the rights hereinafter set forth by upon notice to the Debtor of such election, Secured Party then and whether or not any holder of the Obligations exercises any available option to declare such Obligations due and payable or seeks or pursues any other relief or remedy available to such holder under this Security and Pledge Agreement or any instrument or agreement evidencing or securing any Obligations, the Agent, or its nominee, shall forthwith, without further act on the part of any person, have the right, sole and exclusive right to the extent permitted by law, exercise all voting and Debtor shall take all such action as may be necessary or reasonably appropriate other powers of ownership pertaining to give effect to such right, to vote and to give consents, ratifications and waivers and take any other action with respect to all the Pledged Securities with and shall exercise such powers in such manner as the same force Agent, at the Secured Parties' direction, shall determine to be necessary, appropriate or advisable. The Debtor hereby agrees to execute and effect deliver to the Agent such additional powers, authorizations, proxies, dividends and such other documents as if Secured Party were the absolute Agent may reasonably request to secure to the Agent the rights, powers and sole owner thereofauthorities intended to be conferred upon the Agent by this subsection (b).
Appears in 1 contract
Samples: Security and Pledge Agreement (Masada Security Holdings Inc)