Voting and Distributions Sample Clauses
The "Voting and Distributions" clause defines how decisions are made among stakeholders and how profits or assets are allocated. Typically, it outlines the voting rights of each party, the procedures for casting votes on key matters, and the method for distributing earnings or assets, such as in a partnership or joint venture. This clause ensures that all parties understand their influence over decisions and their share of financial returns, thereby promoting transparency and reducing the risk of disputes over governance or profit sharing.
Voting and Distributions. (i) Unless and until an (x) Acceleration Default shall have occurred and be continuing or (y) an Actionable Default shall have occurred and be continuing and Majority Creditors shall have directed to the contrary:
(A) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Pledged Stock, or any part thereof, for any purpose consistent with the terms of this Security Agreement and the other Secured Debt Documents.
(B) The Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(C).
(C) Each Grantor shall be entitled to receive, retain and use any and all cash dividends, interest and principal paid on the Pledged Stock owned or held by it or on its behalf to the extent and only to the extent that such cash dividends, interest and principal are not prohibited by, and otherwise paid in accordance with, the terms and conditions of the Secured Debt Documents and applicable laws. All non-cash dividends, interest and principal, and all dividends, interest and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Stock whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Pledged Stock in any issuer thereof in exchange for any Pledged Stock, or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by such Grantor, shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent hereunder and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary ...
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(A) except as otherwise provided under the covenants and agreements in this Agreement or elsewhere herein or in the Credit Agreement, the Collateral Agent agrees that the Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Equity Interests or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, that the Grantor shall exercise or refrain from exercising any such right if the Collateral Agent shall have notified the Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect on the value of the Pledged Equity Interests or any part thereof; and provided further, that the Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; and
(B) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to Grantor all proxies, and other instruments as the Grantor may from time to time reasonably request for the purpose of enabling the Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to paragraph (A) above; and
(ii) upon the occurrence and during the continuation of an Event of Default:
(A) the provisions of Section 3.1(d)(i)(A) and Section 3.l(d)(i)(B) above shall cease to apply and the Collateral Agent shall directly exercise or refrain from exercising the voting and other consensual rights, and shall have the sole right to exercise such voting and other consensual rights; and
(B) the provisions of Section 3.1(b)(vi) shall cease to apply and the Collateral Agent will retain all Proceeds and ordinary and extraordinary cash dividends and distributions paid by the issuers, allocating such Proceeds and ordinary and extraordinary cash dividends and distributions in accordance with the terms and conditions of the Credit Agreement, and the Grantor agrees to reasonably assist the Collateral Agent in its receipt of such Proceeds and ordinary and extraordinary cash dividends and distributions and
(C) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive...
Voting and Distributions. So long as no Event of Default shall have occurred and be continuing or the Security Agent shall not have made a request under Section 4.4.1(c)(ii) below:
(1) except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the Indenture, Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Indenture; provided, Grantor shall not exercise or refrain from exercising any such right if the Security Agent shall have notified Grantor that, in the Security Agent’s reasonable judgment, such action would have a material adverse effect on the value of the Collateral Investment Related Property or any substantial part thereof; and provided further, Grantor shall give the Security Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by Grantor of any Pledged Stock for, or Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Indenture, shall be deemed inconsistent with the terms of this Agreement or the Indenture within the meaning of this Section 4.4.1(c)(i)(1), and no notice of any such voting or consent need be given to the Security Agent; and
(2) the Security Agent shall promptly execute and deliver (or cause to be executed and delivered) to Grantor all proxies, and other instruments as Grantor may from time to time reasonably request for the purpose of enabling Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above.
Voting and Distributions. So long as no Event of Default shall have occurred and be continuing, (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not prohibited by the terms of this Agreement or the Credit Agreement; and (ii) each Grantor shall be entitled to receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. Upon the occurrence and during the continuation of an Event of Default, upon written notice from Secured Party to any Grantor,(x) all rights of such Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease (until such Event of Default ceases to be continuing), and all such rights shall thereupon become vested in Secured Party (until such Event of Default ceases to be continuing) who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement and upon written notice from the Secured Party, all rights of such Grantor to receive the dividends, other distributions, principal and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease (until such Event of Default ceases to be continuing), and all such rights shall thereupon become vested in Secured Party (until such Event of Default ceases to be continuing) who shall thereupon have the sole right to receive and hold as Collateral such dividends, other distributions, principal and interest payments; and (z) all dividends, principal, interest payments and other distributions which are received by such Grantor contrary to the provisions of clause (y) above shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of such Grantor and shall forthwith be paid over to Secured Party as Collateral in the same form as so received (with any necessary endorsements). In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (I) each Grantor shall during the continuation of an Event of Default promptly upon the request of Secured Party execute and deliver (or cause to be executed and delivered) to Secured Party all such ...
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(A) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Indenture or any other Note Document; and
(B) Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (A) above;
(ii) Upon the occurrence and during the continuation of an Event of Default:
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(B) in order to permit Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Collateral Agent all proxies, dividend payment orders and other instruments as Collateral Agent may from time to time reasonably request and (2) the each Grantor acknowledges that Collateral Agent may utilize the power of attorney set forth in Section 6.
Voting and Distributions. So long as no Event of Default shall have occurred and be continuing:
Voting and Distributions. So long as no Event of Default shall have occurred and be continuing and such Grantor has received notice from the Collateral Agent to refrain from doing so, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof.
Voting and Distributions. Except as provided in the immediately succeeding paragraph, (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not prohibited by the terms of this Agreement or the Credit Agreement; and (ii) each Grantor shall be entitled to receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral.
Voting and Distributions. So long as no Default shall have occurred and be continuing:
(i) Except as otherwise provided under the covenants and agreements relating to investment property in this Agreement or elsewhere herein or in the Credit Agreement, the Debtor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the investment property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, that the Debtor shall not exercise or refrain from exercising any such right if the Secured Party shall have notified the Debtor that, in the Secured Party’s reasonable judgment, such action would have a material and adverse effect on the value of the investment property or any part thereof.
Voting and Distributions. So long as no Event of Default has occurred and is continuing, (a) except as otherwise provided under the covenants and agreements relating to Investment Property in this Agreement or elsewhere herein or in the Indenture, each Grantor will be entitled to exercise or refrain from exercising its voting and other consensual rights pertaining to such Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Indenture and the Intercreditor; provided that, no Grantor will exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of such Collateral; and (b) the Collateral Agent will promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent that it is entitled to exercise pursuant to clause (a) above.