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; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; 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, (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 4 contracts
Samples: Security Agreement (Quidel Corp /De/), Security Agreement (Quidel Corp /De/), Credit Agreement (Quidel Corp /De/)
Voting and Distributions. So long as no Event of (i) Unless and until an (x) Acceleration Default shall have occurred and be continuing, continuing or (iy) each 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 and/or other consensual rights pertaining and powers inuring to an owner of the Securities Collateral Pledged Stock, or any part thereof thereof, for any purpose not prohibited by 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 the Credit Agreement; providedcause to be executed and delivered to each Grantor, no Grantor shall exercise or refrain from exercising any all such right if Secured Party shall have notified proxies, powers of attorney and other instruments as such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on may reasonably request for the value purpose of enabling it to exercise the Securities Collateral or any part thereof; voting and/or consensual rights and powers it is entitled to exercise pursuant to subsection (iic)(i)(A) each 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 receive, retain and retain 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, principal and interest paid distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Securities 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. Upon , 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 endorsement).
(ii) Without limiting the generality of the foregoing, if the Collateral Agent, acting at the direction of (x) the Applicable Representative, upon the occurrence and during the continuation continuance of an Event of Acceleration Default, or (xy) Majority Creditors, upon written notice from Secured Party to any Grantorthe occurrence and during the continuance of an Actionable Default, all shall so direct, then:
(A) All rights of such each Grantor to exercise the voting and other consensual rights which dividends, interest or principal that it would otherwise be entitled is authorized to exercise receive pursuant hereto to subsection (c)(i)(C) shall cease, and all such rights shall thereupon become vested in Secured Party who the Collateral Agent, which shall thereupon have the sole and exclusive right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor to receive the dividends, other distributions, principal and interest payments which it would otherwise be authorized authority to receive and retain such dividends, interest or principal, as applicable. All dividends, interest and principal received by or on behalf of any Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant hereto to the provisions of this subsection (c)(ii)(A) shall be retained by the Collateral Agent in the Collateral Account for the benefit of the Secured Parties. After all Defaults have been cured or waived, the Collateral Agent shall, within five Business Days thereafter, repay to the applicable Grantor all cash dividends, interest and principal (without interest) that such Grantor would otherwise be permitted to retain pursuant to the terms of subsection (c)(i)(C) and which remain in the Collateral Account.
(B) All rights of each Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A), and the obligations of the Collateral Agent under subsection (c)(i)(B), shall cease, and all such rights shall thereupon become vested in Secured Party who the Collateral Agent, which shall thereupon have the sole and exclusive right and authority to receive exercise such voting and hold as consensual rights and powers; provided that unless otherwise directed by the Collateral such dividendsAgent acting pursuant to the directions of (1) the Applicable Representative in the case of an Acceleration Default or (2) Majority Creditors in the case of an Actionable Default, other distributions, principal the Collateral Agent shall have the right from time to time following and interest payments; and (z) all dividends, principal, interest payments and other distributions which are received by during the continuance of a Default to permit such Grantor contrary to exercise such rights. After all Defaults have been cured or waived, the provisions of clause (y) above shall be received in trust for applicable Grantor will have 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 right to exercise the voting and other consensual rights which and powers that it may would otherwise be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, the terms of subsection (I) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetingsc)(i)(A), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 4 contracts
Samples: Indenture (Arch Wireless Inc), Indenture (Arch Wireless Inc), Indenture (Arch Wireless Inc)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuingcontinuing to the extent any of the Collateral consists of Investment Related Property:
(1) except as otherwise provided under the covenants and agreements relating to such Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral such Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party the Collateral Agent shall have notified such Grantor that, in Secured Partythe Collateral Agent’s reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Securities Collateral such Investment Related Property or any part thereof; and provided further, such Grantor shall give the Collateral Agent at least five (ii5) 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 such Grantor of any capital stock owned by such Grantor for, or such 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 routine matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.4(c)(i)(1), and no notice of any such voting or consent need be given to the Collateral Agent; and
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above;
(3) Upon the occurrence and during the continuation of an Event of Default and any Grantors’ receipt of notice of exercise by the Collateral Agent of any powers, rights, privileges and remedies available upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement:
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 4 contracts
Samples: Revolving Credit Pledge and Security Agreement, Revolving Credit Pledge and Security Agreement (NewPage Holding CORP), Revolving Credit Pledge and Security Agreement (NewPage CORP)
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 Pledged Equity or any part thereof for any purpose not prohibited by the terms of this Agreement or the Credit Exchange Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and (ii) each Grantor shall be entitled to receive and retain retain, and to utilize free and clear of the Lien hereof, any and all dividends, other distributions, principal and interest paid in respect of the Securities CollateralPledged Equity. Upon the occurrence and during the continuation of an Event of Default, subject to the provisions of Section 11(d) below: (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party or, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, to the Second Lien Collateral Agent as agent for the Secured Party) all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party or, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, to the Second Lien Collateral Agent as agent for the Secured Party) an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy proxy, subject to the provisions of Section 11(d) below, shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured ObligationsObligations (other than indemnification obligations that are intended to survive termination of the Note Documents), the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 3 contracts
Samples: Third Lien Subordinated Exchange Note Exchange Agreement (Manchester Financial Group, LP), Intercreditor Agreement (NextWave Wireless Inc.), Third Lien Subordinated Exchange Note Exchange Agreement (Navation, Inc.)
Voting and Distributions. So long as no (i) Unless and until an Event of Default shall have occurred and be continuing, :
(iA) each Each Grantor shall be entitled to exercise any and all voting and and/or other consensual rights pertaining and powers inuring to an owner of the Securities Investment-Related Property included in the Collateral owned or held by it or on its behalf, or any part thereof thereof, for any purpose not prohibited by consistent with the terms of this Security Agreement or and the Credit Agreementother Loan Documents; provided, no however, that such Grantor shall will not be entitled to exercise or refrain from exercising any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment-Related Property or the rights and remedies of any of the Secured Party Parties under this Security Agreement or any other Loan Document or the ability of any of the Secured Parties to exercise the same.
(B) The Administrative Agent shall have notified 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 that, in Secured Party’s judgment, such action would have a material adverse effect on may reasonably request for the value purpose of enabling it to exercise the Securities Collateral or any part thereof; voting and/or consensual rights and powers it is entitled to exercise pursuant to subsection (iic)(i)(A) each 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 receive, retain and retain use any and all cash dividends, interest and principal paid on the Investment-Related Property included in the Collateral 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 not otherwise paid in a manner that violates the terms and conditions of the Credit Agreement, the other Loan 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, principal and interest paid distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Securities Investment-Related Property included in the Collateral owned or held by it or on its behalf, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in any issuer or received in exchange for any Investment-Related Property, 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. Upon , 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 Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement).
(ii) Without limiting the generality of the foregoing, upon the occurrence and during the continuation continuance of an Event of Default, :
(xA) upon written notice from Secured Party to any Grantor, all All rights of such each Grantor to exercise the voting and other consensual rights which dividends, interest or principal that it would otherwise be entitled is authorized to exercise receive pursuant hereto to subsection (c)(i)(C) shall cease, and all such rights shall thereupon become vested in Secured Party who the Administrative Agent, which shall thereupon have the sole and exclusive right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor to receive the dividends, other distributions, principal and interest payments which it would otherwise be authorized authority to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Collateral such dividends, other distributionsinterest or principal, principal and interest payments; and (z) all as applicable. All dividends, principal, interest payments and other distributions which are principal received by such or on behalf of any Grantor contrary to the provisions of clause (y) above this Section shall be received held in trust for the benefit of Secured Partythe Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith be paid over delivered to Secured Party as Collateral the Administrative Agent upon demand 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.the
Appears in 3 contracts
Samples: Security Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.), Security Agreement (Virtus Investment Partners, Inc.)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; providedand
(2) Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified and other instruments as such Grantor that, in Secured Party’s judgment, may from time to time reasonably request for the purpose of enabling such action would have a material adverse effect on Grantor to exercise the value of voting and other consensual rights when and to the Securities Collateral or any part thereof; and extent which it is entitled to exercise pursuant to clause (1) above.
(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, :
(x1) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(y2) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 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, : (Iy) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party Collateral Agent may from time to time reasonably request, request and (IIz) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that Collateral Agent may utilize the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 3 contracts
Samples: Pledge and Security Agreement, Pledge and Security Agreement (Medical Device Manufacturing, Inc.), Credit and Guaranty Agreement (Medical Device Manufacturing, Inc.)
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; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s reasonable judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and (ii) each Grantor shall be entitled to receive and retain any and all dividends, other distributions, principal distributions and interest paid in respect of the Securities Collateral. Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Collateral such dividends, other distributions, principal distributions 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 3 contracts
Samples: Credit Agreement (FTD Group, Inc.), Security Agreement (FTD Group, Inc.), Credit Agreement (FTD Group, Inc.)
Voting and Distributions. So long as no Event of Default shall have occurred and be continuing, continuing and prior to receipt of written notice from Collateral Agent:
(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 inconsistent with the terms of this Agreement or the Credit Agreement; provided, no however, that neither (i) the voting by a Grantor shall exercise of any Pledged Shares for, or refrain from exercising a Grantor’s consent to, the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such right if Secured Party meeting nor (ii) a Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall have notified such Grantor thatbe deemed inconsistent with the terms of this Agreement or the Credit Agreement (including, without limitation, impairing in Secured Party’s judgment, such action would have a any material adverse effect on manner the value Pledged Shares or the material rights of any of the Securities Collateral or any part thereof; and Secured Parties), within the meaning of this Section 9(c).
(ii) each Grantor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions, principal distributions and interest paid in respect of the Securities Collateral; provided, that, any and all (A) dividends, distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Securities Collateral, and (B) dividends and other distributions paid or payable in cash in respect of any Securities Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, shall forthwith be delivered to Collateral Agent to hold as, Securities Collateral and shall, if received by such Grantor, be received in trust for the benefit of Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to Collateral Agent as Securities Collateral in the same form as so received (with all necessary endorsements). Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Secured Party Collateral Agent to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rightsrights during the continuation of such Event of Default; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor to receive the dividends, other distributions, principal distributions and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to receive and hold as Securities Collateral such dividends, other distributions and interest payments during the continuation of such Event of Default, provided that nothing herein shall restrict or limit the right of a Grantor to directly or indirectly make or receive dividends, distributions, principal and or interest paymentspayments for the purpose of making such amounts available to Company to make Holdings Ordinary Course Payments permitted to be paid pursuant to Section 8.5 of the Credit Agreement; and (z) all dividends, principal, interest payments and other distributions which are received by such Grantor contrary to the provisions of clause (ii) of the immediately preceding paragraph or clause (y) above shall be received in trust for the benefit of Secured PartyCollateral Agent, shall be segregated from other funds of such Grantor and shall forthwith be paid over to Secured Party Collateral Agent as Securities Collateral in the same form as so received (with any necessary endorsements). In order to permit Secured Party 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, (I) upon the occurrence and during the existence of an Event of Default, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party Collateral Agent may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party Collateral Agent an irrevocable proxy to vote the Pledged Equity Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity Shares would be entitled (including giving or withholding written consents of shareholders or other holders of Equity Interestsequity interests, calling special meetings of shareholders or other holders of Equity Interests equity interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity Shares or any officer or agent thereof), upon the occurrence and during the existence of an Event of Default and which proxy shall only terminate upon (i) the payment in full of the Secured Obligations, Obligations and the termination of the related agreements and the cancellation of any outstanding Letters of Credit or (ii) the cure of such the Event of Default or waiver thereof as evidenced by a writing executed by Secured PartyDefault.
Appears in 3 contracts
Samples: Credit Agreement (Owens-Illinois Group Inc), Credit Agreement (Owens-Illinois Group Inc), Credit Agreement (Owens-Illinois Group Inc)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(A) except as otherwise provided in this Section 4.7 or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Pledged Collateral or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement, the Credit Agreement or the other Loan Documents, unless the result thereof could reasonably be expected to materially and adversely affect the rights and remedies of any of the Secured Parties under this Agreement, the Credit Agreement; providedAgreement or any other Loan Document or the ability of the Secured Parties to exercise the same;
(B) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered), no at the expense of such Grantor, to each Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified all proxies and other instruments as such Grantor that, in Secured Party’s judgment, may from time to time reasonably request for the purpose of enabling such action would have a material adverse effect on Grantor to exercise the value of voting and other consensual rights when and to the Securities Collateral or any part thereofextent that it is entitled to exercise the same pursuant to clause (f)(i)(A) above and to receive the cash Dividends that it is entitled to receive pursuant to clause (f)(i)(C) below; and and
(iiC) each Grantor shall be entitled to receive and retain any and all dividendscash Dividends, other interest, principal, distributions, principal Securities or other property paid on the Pledged Collateral to the extent and interest only to the extent that such cash Dividends, interest, principal, distributions, Securities or other property are permitted by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws. All noncash Dividends, interest, principal, distributions, Securities or other property, and all Dividends, interest, principal, distributions, Securities or other property 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 made on or in respect of the Securities Pledged Collateral. , whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in exchange for Pledged Collateral 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 without any further action.
(ii) Upon the occurrence and during the continuation continuance of an Event of Default:
(A) (i) the Collateral Agent shall have the sole and exclusive right to receive any and all Dividends, payments or other Proceeds paid in respect of the Pledged Stock and other Investment Property and make application thereof to the Secured Obligations in the manner set forth in Section 9.02 of the Credit Agreement, (ii) the Collateral Agent shall have the sole and exclusive right (but shall be under no obligation) to register any or all of the Pledged Collateral in the name of the Collateral Agent or its nominee, (iii) all rights of each Grantor to exercise or refrain from exercising the voting, corporate, consensual and other rights and privileges pertaining to the Pledged Collateral to which such Grantor would otherwise be entitled shall automatically cease and become vested in the Collateral Agent, and (iv) the Collateral Agent or its nominee shall have (except to the extent, if any, specifically waived in each instance by the Collateral Agent in writing in its sole discretion) the sole and exclusive right to exercise or refrain from exercising, but under no circumstances is the Collateral Agent obligated by the terms of this Agreement or otherwise to exercise, (x) all voting, corporate or other organizational, consensual and other rights and privileges pertaining to the Pledged Collateral, whether at any meeting of shareholders of the relevant issuer, by written consent in lieu of a meeting or otherwise, and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange, at its discretion, any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to the Pledged Collateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine in its sole discretion), all without liability, but the Collateral Agent shall have no duty to any Grantor or any other Person to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(B) Each Grantor hereby appoints the Collateral Agent as such Grantor’s true and lawful attorney-in-fact, with full power of substitution, and grants to the Collateral Agent this IRREVOCABLE PROXY, to vote all or any part of the Pledged Stock and other Investment Property from time to time following the occurrence and during the continuance of an Event of Default, (x) upon written notice from Secured Party to in each case in any Grantormanner the Collateral Agent deems advisable in its sole discretion for or against any or all matters submitted, all rights of such Grantor to exercise the voting and other consensual rights or which it would otherwise be entitled to exercise pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 submitted, to exercise pursuant hereto and to receive all dividends and other distributions which it a vote of shareholders, partners or members, as the case may be entitled to receive hereunderbe, (I) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity any such shareholders, partners or members would be entitled (including giving or withholding written consents entitled. The power-of-attorney and irrevocable proxy granted hereby are effective automatically upon the occurrence of holders an Event of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and Default without the necessity of that any action (including including, without limitation, that any transfer of any of the Pledged Equity Collateral be recorded on the record books and records of the issuer thereofof the relevant Pledged Collateral or that any of the Pledged Collateral be registered in the name of the Collateral Agent or otherwise) be taken by any other Person (including the issuer of the relevant Pledged Equity Collateral or any officer or agent thereof), are coupled with an interest and shall be irrevocable, shall survive the bankruptcy, dissolution or winding up of each relevant Grantor, and shall terminate only on the termination of this Agreement.
(C) upon written notice by the occurrence Collateral Agent to the Grantors, all rights of an the Grantors to Dividends, interest or principal that any Grantor is authorized to receive pursuant to clause (f)(i)(C) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such Dividends, interest or principal and to apply them to the Obligations in accordance with this Agreement and the other Loan Documents. After all Event of Default Defaults have been cured or waived or the underlying notice (if applicable) has been rescinded, each Grantor will have the right to exercise the voting and which proxy shall only terminate upon consensual rights and powers that it would otherwise be entitled to exercise pursuant to the payment in full terms of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Partyclause (f)(i) above.
Appears in 3 contracts
Samples: Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.), Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.), Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.)
Voting and Distributions. So long as no Event of Default shall have occurred and be continuingcontinuing (or, in the case of pledged ULC Shares, until the ULC Shares are no longer registered in the name of the applicable Grantor) and except as otherwise specified in the Credit Agreement, (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, the Credit Agreement or the Credit AgreementDIP Order; provided, no Grantor shall exercise any such right, or refrain from exercising any such right, if such exercise, or refrain from exercising, any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; or on the rights and remedies of Agent or the Lenders under the Loan Documents or in respect of the Collateral, and (ii) each Grantor shall be entitled entitled, subject to the Carve-Out and the DIP Order, 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, (x) upon written notice from Secured Party Agent to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreementall rights, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreementif any, 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, and all such rights shall thereupon become vested in Secured Party Agent 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 PartyAgent, shall be segregated from other funds of such Grantor and shall forthwith be paid over to Secured Party Agent as Collateral in the same form as so received (with any necessary endorsements); provided, however, that solely in the case of ULC Shares, the applicable Grantor shall have the right to vote such shares and to retain for its own account any dividends or other distributions on such shares (other than to the extent same consists of certificated Pledged Equity which shall be delivered to Agent to be held in accordance with the terms hereof) until such shares are effectively transferred in to the name of a person other than such Grantor). In order to permit Secured Party 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, (I) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party Agent all such proxies, dividend payment orders and other instruments as Secured Party Agent may from time to time reasonably request, which proxies, dividend payment orders and instruments shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or Agent thereof), upon the occurrence of an Event of Default, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy EACH GRANTOR HEREBY GRANTS TO AGENT AN IRREVOCABLE PROXY AND IRREVOCABLE POWER OF ATTORNEY (WHICH POWER OF ATTORNEY IS COUPLED WITH AN INTEREST) to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy and power of attorney shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent Agent thereof), upon the occurrence of an Event of Default (except with respect to the ULC Shares) and which proxy and power of attorney shall only terminate upon the payment in full of the Secured Obligations, the cure waiver of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartyAgent and any other Person required by the terms of the Loan Documents, or on the Termination Date.
Appears in 3 contracts
Samples: Security and Pledge Agreement (School Specialty Inc), Security and Pledge Agreement (School Specialty Inc), Security and Pledge Agreement (School Specialty Inc)
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; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; 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, (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; , (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity such Grantor would be entitled (including giving or withholding written consents of holders of Equity Interestsconsents, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations (other than Unasserted Obligations), the cure of such Event of Default or the waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 3 contracts
Samples: Security Agreement (Hexcel Corp /De/), Security Agreement (Hexcel Corp /De/), Security Agreement (Hexcel Corp /De/)
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 Pledged Collateral or any part thereof for any purpose not prohibited by the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Pledged Collateral or any part thereof; 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 Pledged Collateral. Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 8.02 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 3 contracts
Samples: Security Agreement, Credit Agreement (Quidel Corp /De/), Security Agreement (Quidel Corp /De/)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(A) except as otherwise provided in this Section 4.7 or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Pledged Collateral or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement, the Credit Agreement or the other Loan Documents; unless the result thereof could reasonably be expected to materially and adversely affect the rights and remedies of the Administrative Agent or any other Secured Parties under this Agreement, the Credit Agreement; providedAgreement or any other Loan Document or the ability of the Secured Parties to exercise the same;
(B) the Administrative Agent shall promptly execute and deliver (or cause to be executed and delivered), no at the expense of such Grantor, to each Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified all proxies and other instruments as such Grantor that, in Secured Party’s judgment, may from time to time reasonably request for the purpose of enabling such action would have a material adverse effect on Grantor to exercise the value of voting and other consensual rights when and to the Securities Collateral or any part thereofextent that it is entitled to exercise the same pursuant to clause (g)(i)(A) above and to receive the cash Dividends that it is entitled to receive pursuant to clause (g)(i)(C) below; and and
(iiC) each Grantor shall be entitled to receive and retain any and all dividendscash Dividends, other interest, principal, distributions, principal Securities or other property paid on the Pledged Collateral to the extent and interest only to the extent that such cash Dividends, interest, principal, distributions, Securities or other property are permitted by, and otherwise paid in accordance with the terms and conditions of, the Credit Agreement, the other Loan Documents and applicable laws. All noncash Dividends, interest, principal, distributions, Securities or other property, and all Dividends, interest, principal, distributions, Securities or other property 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 Securities Pledged Collateral. , whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in exchange for Pledged Collateral 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 without any further action.
(ii) Upon the occurrence and during the continuation continuance of an Event of Default, (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.:
Appears in 2 contracts
Samples: Revolving Credit Agreement and Incremental Agreement (Palantir Technologies Inc.), Revolving Credit Agreement and Incremental Agreement (Palantir Technologies Inc.)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing, :
(iA) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit AgreementIndenture or any other Note Document; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor however, that, in Secured Party’s judgmenteach case, such no vote shall be cast or any consent, waiver or ratification given or any action take or omitted to be taken which would violate, result in a breach of any covenant contained in, or be inconsistent with any of the terms of any Note Document, or which could reasonably be expected to have a material adverse the effect on of impairing the value of the Securities Collateral Investment Related Property or any part thereofthereof or the position or interest of Collateral Agent in the Collateral, unless expressly permitted by the terms of the Notes Documents; and
(B) Collateral Agent shall use commercially reasonable efforts to 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 in writing 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; provided any such action to be taken by Collateral Agent shall be at the cost of such Grantor.
(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, :
(xA) upon written following notice from Secured Party Collateral Agent to any GrantorGrantors (acting at the written direction of Majority Holders), all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party may from time are necessary for Collateral Agent to time reasonably request, exercise such rights and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that Collateral Agent may utilize the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.
Appears in 2 contracts
Samples: Pledge and Security Agreement, Pledge and Security Agreement (Akoustis Technologies, Inc.)
Voting and Distributions. From and after the Discharge of the First Lien Obligations:
(i) So long as no Event of Default shall have occurred and be continuing:
(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, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit AgreementIndenture; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Partythe Grantor’s judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Securities Collateral Investment Related Property or any part thereof; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such 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 such 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 4.04(c)(i)(1), and no notice of any such voting or consent need be given to the Collateral Trustee; and
(ii2) the Collateral Trustee shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above;
(3) Upon the occurrence and during the continuation of an Event of Default, unless otherwise elected or consented to in writing by the Collateral Trustee:
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Trustee who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the Collateral Trustee 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Trustee all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Trustee may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Trustee may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.01.
Appears in 2 contracts
Samples: Senior Notes Security Agreement (PRETIUM CANADA Co), Senior Notes Security Agreement (PRETIUM CANADA Co)
Voting and Distributions. So long as no (a) Unless and until an Event of Default shall have occurred and be continuing, continuing and the Administrative Agent shall have delivered to the Borrower a written notice of its intention to exercise the voting and/or other consensual rights and powers referred to in this Section 5 (a “Collateral Notice”):
(i) each Grantor The Borrower shall be entitled to exercise any and all voting and and/or other consensual rights pertaining and powers inuring to the Securities Collateral or any part thereof for any purpose not prohibited by the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value an owner of the Securities Collateral owned or held by it or on its behalf, or any part thereof; provided, however, that the Borrower will not exercise any such right if the result thereof would materially and adversely affect the rights inuring to a holder of the Collateral or the rights and remedies of the Administrative Agent under this Security Agreement or any other Loan Document or the ability of the Administrative Agent to exercise the same.
(ii) each Grantor The Administrative Agent shall execute and deliver to the Borrower, or cause to be executed and delivered to the Borrower, all such proxies, powers of attorney and other instruments as the Borrower 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 Section 5(a)(i) and to receive the cash payments it is entitled to receive pursuant to Section 5(a)(iii).
(iii) Subject to the Security Interest created hereby and the terms and conditions of the Loan Documents, the Borrower shall be entitled to receive receive, retain and retain use any and all dividends, other distributions, interest and principal paid on, and interest paid in respect Proceeds of, the Collateral owned or held by it or on its behalf.
(b) Upon receipt by the Borrower of the Securities Collateral. Upon a Collateral Notice upon the occurrence and of, or at any time during the continuation of continuance of, an Event of Default, :
(xi) upon written notice from Secured Party to any GrantorTo the extent not prohibited by applicable law, all rights of such Grantor the Borrower to exercise receive and retain dividends, distributions, interest and principal paid on, and Proceeds of, the voting and other consensual rights which Collateral that it would otherwise be entitled is authorized to exercise receive pursuant hereto to Section 5(a)(iii) shall cease, and all such rights shall thereupon become vested in Secured Party who the Administrative Agent, which shall thereupon have the sole and exclusive right and authority to receive and retain such dividends, distributions, interest, principal and Proceeds, as applicable. All dividends, distributions, interest, principal and Proceeds received by or on behalf of the Borrower contrary to the provisions of this Section shall be held in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of the Borrower and shall be forthwith delivered to the Administrative Agent or any Applicable Custodian upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this subsection (i) shall be retained by the Administrative Agent in an account to be established in the name of the Administrative Agent upon receipt of such money or other property. Subject to the provisions of this subsection (i), such account shall at all times be under the sole dominion and control of the Administrative Agent, and the Administrative Agent shall at all times have the sole right to make withdrawals therefrom and to exercise such voting all rights with respect to the funds and other consensual rights; (y) except as otherwise specified in property from time to time therein or credited thereto, provided that such funds or other property shall not be withdrawn or applied for any purpose other than toward the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 payment of the Credit AgreementObligations.
(ii) To the extent not prohibited under applicable law, all rights of such Grantor the Borrower to receive exercise the dividendsvoting and consensual rights and powers it is entitled to exercise pursuant to Section 5(a)(i), other distributionsand the obligations of the Administrative Agent under Section 5(a)(ii), principal and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who the Administrative Agent, which shall thereupon have the sole and exclusive 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 authority to exercise the such 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 hereunderpowers, (I) each Grantor provided that the Administrative Agent shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may have the right from time to time reasonably request, and (II) without limiting to permit the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and Borrower to exercise all other such rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 2 contracts
Samples: Credit Agreement (ClearBridge Energy MLP Fund Inc.), Credit Agreement (ClearBridge Energy MLP Opportunity Fund Inc.)
Voting and Distributions. So long as no (i) Unless and until an Event of Default shall have occurred and be continuing, :
(iA) each Each Grantor shall be entitled to exercise any and all voting and and/or other consensual rights pertaining and powers inuring to an owner of the Securities Investment-Related Property included in the Collateral owned or held by it or on its behalf, or any part thereof thereof, for any purpose not prohibited by consistent with the terms of this Agreement or and the Credit Agreementother Loan Documents; provided, no however, that such Grantor shall will not be entitled to exercise or refrain from exercising any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment-Related Property or the rights and remedies of any of the Secured Party Parties under this Agreement or any other Loan Document or the ability of any of the Secured Parties to exercise the same.
(B) The Administrative Agent shall have notified 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 that, in Secured Party’s judgment, such action would have a material adverse effect on may reasonably request for the value purpose of enabling it to exercise the Securities Collateral or any part thereof; voting and/or consensual rights and powers it is entitled to exercise pursuant to subsection (iic)(i)(A) each 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 receive, retain and retain use any and all cash dividends, interest and principal paid on the Investment-Related Property included in the Collateral 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 not otherwise paid in a manner that violates the terms and conditions of the Credit Agreement, the other Loan 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, principal and interest paid distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Securities Investment-Related Property included in the Collateral owned or held by it or on its behalf, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in any issuer or received in exchange for any Investment-Related Property, 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. Upon , 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 Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement).
(ii) Without limiting the generality of the foregoing, upon the occurrence and during the continuation continuance of an Event of Default, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such each Grantor to exercise the voting and other consensual rights which dividends, interest or principal that it would otherwise be entitled is authorized to exercise receive pursuant hereto to subsection (c)(i)(C) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal, as applicable. All dividends, interest and principal received by or on behalf of any Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Administrative Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this subsection (c)(ii)(A) shall be retained by the Administrative Agent in an account to be established in the name of the Administrative Agent, for the ratable benefit of the Secured Party who Parties, upon receipt of such money or other property and shall thereupon be applied in accordance with the provisions of Section 5.2. Subject to the provisions of this subsection (c)(ii)(A), such account shall at all times be under the sole dominion and control of the Administrative Agent, and the Administrative Agent shall at all times have the sole right to make withdrawals therefrom and to exercise such voting all rights with respect to the funds and other consensual rights; (y) except property from time to time therein or credited thereto as otherwise specified set forth in the Credit AgreementLoan Documents. After all Events of Default have been cured or waived, upon written notice from Secured Party the Administrative Agent shall, within five Business Days after all such Events of Default have been cured or waived, repay to any the applicable Grantor all cash dividends, interest and principal (without interest) that such Grantor would otherwise be permitted to retain pursuant to the terms of any exercise of remedies under Section 8.2 of the Credit Agreement, subsection (c)(i)(C) and which remain in such account.
(B) all rights of such each Grantor to receive exercise the dividendsvoting and consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A), other distributionsand the obligations of the Administrative Agent under subsection (c)(i)(B), principal and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who the Administrative Agent, which shall thereupon have the sole and exclusive right and authority to receive exercise such voting and hold as Collateral such dividendsconsensual rights and powers, other distributionsprovided that, principal unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from time to time following and interest payments; and (z) all dividends, principal, interest payments and other distributions which are received by during the continuance of an Event of Default to permit such Grantor contrary to exercise such rights. After all Events of Default have been cured or waived, the provisions of clause (y) above shall be received in trust for applicable Grantor will have 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 right to exercise the voting and other consensual rights which and powers that it may would otherwise be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, the terms of subsection (I) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetingsc)(i)(A), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Harvard Bioscience Inc), Pledge and Security Agreement (Liberty Tax, Inc.)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any material part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, provided no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Securities Collateral Investment Related Property or any material part thereof; and provided further, such Grantor shall give the Collateral Agent at least five (ii5) 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 such Grantor of any Pledged Equity Interests for, or such 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 such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement 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 Collateral Agent;
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. Upon exercise pursuant to clause (1) above; and
(3) upon the occurrence and during the continuation of an Event of Default, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Joe's Jeans Inc.), Guarantee and Collateral Agreement (Joe's Jeans Inc.)
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; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; 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, (x) upon written notice from Secured Party the Administrative Agent to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; , (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party the Administrative Agent 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 Partythe Administrative Agent, shall be segregated from other funds of such Grantor and shall forthwith be paid over to Secured Party the Administrative Agent as Collateral in the same form as so received (with any necessary endorsements). In order to permit Secured Party the Administrative 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, (I) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Administrative Agent all such proxies, dividend payment orders and other instruments as Secured Party the Administrative Agent may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party the Administrative Agent an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity such Grantor would be entitled (including giving or withholding written consents of holders of Equity Interestsconsents, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations (other than Unasserted Obligations), the cure of such Event of Default or the waiver thereof as evidenced by a writing executed by Secured Partythe Administrative Agent.
Appears in 2 contracts
Samples: Security Agreement (Hexcel Corp /De/), Security Agreement (Hexcel Corp /De/)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by the terms of this Agreement or the Credit Agreementthereof; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party Agent shall have notified such Grantor that, in Secured PartyAgent’s reasonable judgment, such action would have a material adverse effect on Material Adverse Effect; and
(2) 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 value purpose of enabling such Grantor to exercise the Securities Collateral or any part thereof; voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above.
(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, :
(x1) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(y2) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 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, : (IA) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party Agent all such proxies, dividend payment orders and other instruments as Secured Party Agent may from time to time reasonably request, request and (IIB) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that Agent may utilize the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit and Guaranty Agreement (Euramax International, Inc.), Pledge and Security Agreement (Euramax International, Inc.)
Voting and Distributions. So long as no (a) With respect to each Borrower, unless and until an Event of Default with respect to such Borrower shall have occurred and be continuing, continuing and the Bank shall have delivered to such Borrower a written notice of its intention to exercise the voting and/or other consensual rights and powers referred to in this Section 6 (a “Collateral Notice”):
(i) each Grantor Such Borrower shall be entitled to exercise any and all voting and and/or other consensual rights pertaining and powers inuring to an owner of the Securities Collateral owned or held by it or on its behalf, or any part thereof thereof, for any purpose not prohibited by consistent with the terms of this Security Agreement or and the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and other Loan Documents;
(ii) each Grantor The Bank shall execute and deliver to such Borrower, or cause to be executed and delivered to such Borrower, all such proxies, powers of attorney and other instruments as such Borrower 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 Section 6(a)(i) and to receive the cash payments it is entitled to receive pursuant to Section 6(a)(iii).
(iii) Subject to the Security Interest created hereby and the terms and conditions of the Loan Documents, such Borrower shall be entitled to receive receive, retain and retain use any and all dividends, other distributions, interest and principal paid on, and interest paid in Proceeds of, the Collateral owned or held by it or on its behalf.
(b) With respect to each Borrower, upon receipt by such Borrower of the Securities Collateral. Upon a Collateral Notice upon the occurrence and of, or at any time during the continuation of continuance of, an Event of Default, Default with respect to such Borrower:
(xi) upon written notice from Secured Party to any GrantorTo the extent not prohibited by applicable law, all rights of such Grantor Borrower to exercise the voting receive and other consensual rights which retain dividends, distributions, interest and principal paid on, and Proceeds of, its Collateral that it would otherwise be entitled is authorized to exercise receive pursuant hereto to Section 6(a)(iii) shall cease, and all such rights shall thereupon become vested in Secured Party who the Bank, which shall thereupon have the sole and exclusive right and authority to receive and retain such dividends, distributions, interest, principal and Proceeds, as applicable. All dividends, distributions, interest, principal and Proceeds received by or on behalf of such Borrower contrary to the provisions of this Section shall be held in trust for the benefit of the Bank, shall be segregated from other property or funds of such Borrower and shall be forthwith delivered to the Bank or such Borrower’s Custodian upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Bank pursuant to the provisions of this subsection (i) shall be retained by the Bank in an account to be established in the name of the Bank upon receipt of such money or other property. Subject to the provisions of this subsection (i), such account shall at all times be under the sole dominion and control of the Bank, and the Bank shall at all times have the sole right to make withdrawals therefrom and to exercise such voting all rights with respect to the funds and other consensual rights; property from time to time therein or credited thereto, provided that such funds or other property shall not be withdrawn or applied for any purpose other than toward the payment of such Borrower’s Obligations.
(yii) except as otherwise specified in To the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies extent not prohibited under Section 8.2 of the Credit Agreementapplicable law, all rights of such Grantor Borrower to receive exercise the dividendsvoting and consensual rights and powers it is entitled to exercise pursuant to Section 6(a)(i), other distributionsand the obligations of the Bank under Section 6(a)(ii), principal and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who the Bank, which shall thereupon have the sole and exclusive 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 authority to exercise the such 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 hereunderpowers, (I) each Grantor provided that the Bank shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may have the right from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and permit such Borrower to exercise all other such rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 2 contracts
Samples: Security Agreement (Investment Managers Series Trust), Security Agreement (Investment Managers Series Trust)
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 inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Securities Collateral or any part thereof; and provided further, such Grantor shall give Secured Party at least five 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 (A) the voting by such Grantor of any Pledged Shares for or such Grantor’s consent to the election of directors or other members of a Governing Body of an issuer of Pledged Shares at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor (B) such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section, and no notice of any such voting or consent need be given to Secured Party); (ii) each Grantor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions, principal distributions and interest paid in respect of the Securities Collateral; provided, any and all (A) dividends, distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Securities Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Securities Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Securities Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Securities Collateral and shall, if received by such Grantor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of such Grantor and be forthwith delivered to Secured Party as Securities Collateral in the same form as so received (with all necessary endorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies, dividend payment orders 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 which it is entitled to exercise pursuant to clause (i) above and to receive the dividends, distributions, principal or interest payments which it is authorized to receive and retain pursuant to clause (ii) above. Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who which shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor to receive the dividends, other distributions, principal distributions and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Collateral such dividends, other distributions, principal distributions 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 (ii) of the immediately preceding paragraph or 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity Shares would be entitled (including giving or withholding written consents of shareholders or other holders of Equity Interestsequity interests, calling special meetings of shareholders or other holders of Equity Interests equity interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity Shares or any officer or agent thereof), upon the occurrence and during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 2 contracts
Samples: Credit Agreement (Isle of Capri Casinos Inc), Security Agreement (Isle of Capri Casinos Inc)
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 inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s 's judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and provided further, such Grantor shall give Secured Party at least five 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 (A) the voting by such Grantor of any Pledged Shares for or such Grantor's consent to the election of directors or other members of a governing body of an issuer of Pledged Shares at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor (B) such Grantor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section, and no notice of any such voting or consent need be given to Secured Party); (ii) each Grantor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions, principal distributions and interest paid in respect of the Securities Collateral. Upon the occurrence ; provided, any and during the continuation of an Event of Defaultall (A) dividends, distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Securities Collateral, (xB) upon written notice from dividends and other distributions paid or payable in cash in respect of any Securities Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Securities Collateral, shall be, and shall forthwith be delivered to Secured Party to any Grantorhold as, all rights of such Grantor to exercise the voting Securities Collateral and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall ceaseshall, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 if received by such Grantor contrary to the provisions of clause (y) above shall Grantor, be received in trust for the benefit of Secured Party, shall be segregated from the other property or funds of such Grantor and shall be forthwith be paid over delivered to Secured Party as Securities Collateral in the same form as so received (with any all necessary endorsements). In order to permit ; and (iii) 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party such Grantor all such proxies, dividend payment orders and other instruments as Secured Party such Grantor may from time to time reasonably request, request for the purpose of enabling such Grantor to exercise the voting and (II) without limiting the effect of other consensual rights which it is entitled to exercise pursuant to clause (Ii) above and to receive the dividends, distributions, principal or interest payments which it is authorized to receive and retain pursuant to clause (ii) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 2 contracts
Samples: Credit Agreement (Integrated Defense Technologies Inc), Credit Agreement (Integrated Defense Technologies Inc)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party the Collateral Agent shall have notified such Grantor that, in Secured Partythe Collateral Agent’s reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Securities Collateral Investment Related Property or any part thereof; and provided further, such Grantor shall give the Collateral Agent at least five (ii5) 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 such Grantor of any Pledged Stock for, or such 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 such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.4(c)(i)(1), and no notice of any such voting or consent need be given to the Collateral Agent; and
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above;
(3) Upon the occurrence and during the continuation of an Event of Default, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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 ceasecease and Collateral Agent (personally or through an agent) shall thereupon be solely authorized and empowered to (i) transfer and register in the Collateral Agent’s name, or in the name of the Collateral Agent's nominee, the whole or any part of the Investment Related Property, it being acknowledged by each Grantor (in its capacity as a Grantor and, if such Grantor is an Issuer, in its capacity as an Issuer) that such transfer and registration may be effected by the Collateral Agent by the delivery of a Registration Page to the applicable Issuer, reflecting the Collateral Agent or its designee as the holder of such Investment Related Property, or otherwise by the Collateral Agent through its irrevocable appointment as attorney-in-fact pursuant to the terms hereof, (ii) exchange certificates or instruments evidencing or representing Investment Related Property for certificates or instruments of smaller or larger denominations, (iii) exercise the voting and all other rights in respect of the Investment Related Property as a holder with respect thereto with or without actually becoming the holder thereof (including, without limitation, all economic rights, all control rights, authority and powers, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all status rights of such Grantor as a member, shareholder, or other owner of any Issuer) with full power of substitution to do so, (iv) collect and receive the dividends, all dividends and other distributions, principal and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party 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 made thereon, (v) notify the parties obligated on any of the Investment Related Property to make payment to the provisions Collateral Agent of clause any amounts due or to become due thereunder, (yvi) above shall be received endorse instruments in trust for the benefit of Secured Party, shall be segregated from other funds name of such Grantor to allow collection of any of the Investment Related Property, (vii) enforce collection of any of the Investment Related Property by suit or otherwise, and shall forthwith be paid over surrender, release, or exchange all or any part thereof, or compromise or renew for any period (whether or not longer than the original period) any liabilities of any nature of any Person with respect thereto, (viii) consummate any sales of Investment Related Property or exercise other rights as set forth herein, (ix) otherwise act with respect to Secured Party the Investment Related Property as though the Collateral Agent was the outright owner thereof, and/or (x) exercise any other rights or remedies the Collateral Agent may have under the UCC or other applicable law; and; and
(B) in the same form as so received (with any necessary endorsements). In order to permit Secured Party the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable acknowledges that the Collateral Agent may utilize the power of attorney and proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Meridian Waste Solutions, Inc.), Pledge and Security Agreement (Meridian Waste Solutions, Inc.)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Priority Lien Documents, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit AgreementPriority Lien Documents; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party the Priority Lien Collateral Trustee shall have notified such Grantor that, in Secured Partythe Priority Lien Collateral Trustee’s reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Securities Collateral Investment Related Property or any part thereof; and provided further, such Grantor shall give the Priority Lien Collateral Trustee at least five (ii5) 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 such Grantor of any Pledged Stock for, or such 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 routine matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Priority Lien Documents, shall be deemed inconsistent with the terms of this Agreement or the Priority Lien Documents within the meaning of this Section 4.4(c)(i)(1), and no notice of any such voting or consent need be given to the Priority Lien Collateral Trustee; and
(2) the Priority Lien Collateral Trustee shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above;
(3) Upon the occurrence and during the continuation of an Event of Default and any Grantors’ receipt of notice of exercise by the Priority Lien Collateral Trustee of any powers, rights, privileges and remedies available upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement:
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Priority Lien Collateral Trustee who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the Priority Lien Collateral Trustee 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Priority Lien Collateral Trustee all such proxies, dividend payment orders and other instruments as Secured Party the Priority Lien Collateral Trustee may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Priority Lien Collateral Trustee may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 2 contracts
Samples: Pledge and Security Agreement (NewPage Holding CORP), Pledge and Security Agreement (NewPage Energy Services LLC)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would could reasonably be expected to have a material adverse effect Material Adverse Effect on the value of the Securities Collateral Investment Related Property or any part thereof; ;
(2) the Collateral Agent shall promptly execute and deliver (iior cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above; and
(3) Upon the occurrence and during the continuation of an Event of Default, (x) upon written Default and notice from Secured Party the Collateral Agent to any Grantor, such effect:
(A) all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 2 contracts
Samples: Second Lien Pledge and Security Agreement (Vonage Holdings Corp), First Lien Pledge and Security Agreement (Vonage Holdings Corp)
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 inconsistent with the terms of this Agreement or the Credit Agreement; provided, no however, that neither (i) the voting by a Grantor shall exercise of any Pledged Shares for, or refrain from exercising a Pledgor’s consent to, the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such right if Secured Party meeting nor (ii) a Pledgor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall have notified such Grantor thatbe deemed inconsistent with the terms of this Agreement or the Credit Agreement (including, without limitation, impairing in Secured Party’s judgment, such action would have a any material adverse effect on manner the value Pledged Shares or the material rights of any of the Securities Collateral or any part thereof; and Secured Parties), within the meaning of this Section 9(c).
(ii) each Grantor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions, principal distributions and interest paid in respect of the Securities Collateral; provided, that, any and all (A) dividends, distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Securities Collateral, and (B) dividends and other distributions paid or payable in cash in respect of any Securities Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, shall forthwith be delivered to Collateral Agent to hold as, Securities Collateral and shall, if received by such Grantor, be received in trust for the benefit of Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to Collateral Agent as Securities Collateral in the same form as so received (with all necessary endorsements). Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Secured Party Collateral Agent to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rightsrights during the continuation of such Event of Default; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor to receive the dividends, other distributions, principal distributions and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to receive and hold as Securities Collateral such dividends, other distributions and interest payments during the continuation of such Event of Default, provided that nothing herein shall restrict or limit the right of a Grantor to directly or indirectly make or receive dividends, distributions, principal and or interest paymentspayments for the purpose of making such amounts available to Company to make Holdings Ordinary Course Payments permitted to be paid pursuant to subsection 6.5 of the Credit Agreement; and (z) all dividends, principal, interest payments and other distributions which are received by such Grantor contrary to the provisions of clause (ii) of the immediately preceding paragraph or clause (y) above shall be received in trust for the benefit of Secured PartyCollateral Agent, shall be segregated from other funds of such Grantor and shall forthwith be paid over to Secured Party Collateral Agent as Securities Collateral in the same form as so received (with any necessary endorsements). In order to permit Secured Party 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, (I) upon the occurrence and during the existence of an Event of Default, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party Collateral Agent may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party Collateral Agent an irrevocable proxy to vote the Pledged Equity Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity Shares would be entitled (including giving or withholding written consents of shareholders or other holders of Equity Interestsequity interests, calling special meetings of shareholders or other holders of Equity Interests equity interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity Shares or any officer or agent thereof), upon the occurrence and during the existence of an Event of Default and which proxy shall only terminate upon (i) the payment in full of the Secured Obligations, Obligations and the termination of the related agreements and the cancellation of any outstanding Letters of Credit or (ii) the cure of such the Event of Default or waiver thereof as evidenced by a writing executed by Secured PartyDefault.
Appears in 2 contracts
Samples: Security Agreement (Owens-Illinois Group Inc), Security Agreement (Owens Illinois Group Inc)
Voting and Distributions. So (i) Subject to the provisions of the Credit Agreement, so long as no Event of Default shall have occurred and be continuing, (i1) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral Investment Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s 's reasonable judgment, such action would have a material adverse effect on the value of the Securities Collateral Investment Property or any part thereof; and provided further, Grantor shall give Secured Party at least two 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 is understood, however, that neither (iiA) each the voting by Grantor of any Pledged Stock for or Grantor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Grantor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section, and no notice of any such voting or consent need be given to Secured Party; (2) Grantor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions, principal dividends and interest paid in respect of the Securities Collateral. Upon the occurrence Investment Property; provided, any and during the continuation of an Event of Defaultall (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Investment Property, (xB) upon written notice from dividends and other distributions paid or payable in cash in respect of any Investment Property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Investment Property, shall be, and shall forthwith be delivered to Secured Party to any hold as, Investment Property and shall, if received by Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the other property or 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.of
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Allegiance Telecom Inc), Credit and Guaranty Agreement (Allegiance Telecom Inc)
Voting and Distributions. So long as no (a) Unless and until an Event of Default shall have occurred and be continuing, continuing and the Bank shall have delivered to the Borrower a written notice of its intention to exercise the voting and/or other consensual rights and powers referred to in this Section 5 (a “Collateral Notice”):
(i) each Grantor The Borrower shall be entitled to exercise any and all voting and and/or other consensual rights pertaining and powers inuring to an owner of the Securities Collateral owned or held by it or on its behalf, or any part thereof thereof, for any purpose not prohibited by consistent with the terms of this Security Agreement or and the Credit Agreementother Loan Documents; provided, no Grantor shall however, that the Borrower will not exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action the result thereof would have materially and adversely affect the rights inuring to a material adverse effect on the value holder of the Securities Collateral or the rights and remedies of the Bank under this Security Agreement or any part thereof; and other Loan Document or the ability of the Bank to exercise the same.
(ii) each Grantor The Bank shall execute and deliver to the Borrower, or cause to be executed and delivered to the Borrower, all such proxies, powers of attorney and other instruments as the Borrower 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 Section 5(a)(i) and to receive the cash payments it is entitled to receive pursuant to Section 5(a)(iii).
(iii) Subject to the Security Interest created hereby and the terms and conditions of the Loan Documents, the Borrower shall be entitled to receive receive, retain and retain use any and all dividends, other distributions, interest and principal paid on, and interest paid in respect Proceeds of, the Collateral owned or held by it or on its behalf.
(b) Upon receipt by the Borrower of the Securities Collateral. Upon a Collateral Notice upon the occurrence and of, or at any time during the continuation of continuance of, an Event of Default, :
(xi) upon written notice from Secured Party to any GrantorTo the extent not prohibited by applicable law, all rights of such Grantor the Borrower to exercise receive and retain dividends, distributions, interest and principal paid on, and Proceeds of, the voting and other consensual rights which Collateral that it would otherwise be entitled is authorized to exercise receive pursuant hereto to Section 5(a)(iii) shall cease, and all such rights shall thereupon become vested in Secured Party who the Bank, which shall thereupon have the sole and exclusive right and authority to receive and retain such dividends, distributions, interest, principal and Proceeds, as applicable. All dividends, distributions, interest, principal and Proceeds received by or on behalf of the Borrower contrary to the provisions of this Section shall be held in trust for the benefit of the Bank, shall be segregated from other property or funds of the Borrower and shall be forthwith delivered to the Bank or the Custodian upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Bank pursuant to the provisions of this subsection (i) shall be retained by the Bank in an account to be established in the name of the Bank upon receipt of such money or other property. Subject to the provisions of this subsection (i), such account shall at all times be under the sole dominion and control of the Bank, and the Bank shall at all times have the sole right to make withdrawals therefrom and to exercise such voting all rights with respect to the funds and other consensual rights; (y) except as otherwise specified in property from time to time therein or credited thereto, provided that such funds or other property shall not be withdrawn or applied for any purpose other than toward the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 payment of the Credit AgreementObligations.
(ii) To the extent not prohibited under applicable law, all rights of such Grantor the Borrower to receive exercise the dividendsvoting and consensual rights and powers it is entitled to exercise pursuant to Section 5(a)(i), other distributionsand the obligations of the Bank under Section 5(a)(ii), principal and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who the Bank, which shall thereupon have the sole and exclusive 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 authority to exercise the such 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 hereunderpowers, (I) each Grantor provided that the Bank shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may have the right from time to time reasonably request, and (II) without limiting to permit the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and Borrower to exercise all other such rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 2 contracts
Samples: Credit Agreement (Tortoise Power & Energy Infrastructure Fund Inc), Credit Agreement (Tortoise Energy Independence Fund, Inc.)
Voting and Distributions. (i) So long as no an Event of Default shall have not have occurred and be continuing:
(A) except as otherwise provided in Section 3.03(b)(i) of this Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by the terms of this Agreement or the Credit Agreement; providedthereof, provided that no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action (1) that would have a material adverse effect on Material Adverse Effect; or (2) for any purpose inconsistent with the value terms of this Agreement or the Securities Indenture; it being understood, however, that for the purpose of clause (1) above neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at any meeting of stockholders or action by written consent in lieu thereof or with respect to incidental matters at any such meeting or in such consent, nor such 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 3.03(d)(i)(A); and
(B) the Collateral Agent shall promptly execute and deliver (or any part thereof; cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request in writing 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) 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, subject to the Intercreditor Agreement (xif applicable):
(A) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right but not the obligation to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party may from time are necessary for the Collateral Agent to time reasonably request, exercise such right and receive such dividends or distributions and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 5.01.
Appears in 2 contracts
Samples: Security Agreement (Oppenheimer Holdings Inc), Security Agreement (Oppenheimer Holdings Inc)
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 Pledged Equity or any part thereof for any purpose not prohibited by the terms of this Agreement or the Credit Purchase Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and (ii) each Grantor shall be entitled to receive and retain retain, and to utilize free and clear of the Lien hereof, any and all dividends, other distributions, principal and interest paid in respect of the Securities CollateralPledged Equity. Upon the occurrence and during the continuation of an Event of Default, subject to the provisions of Section 11(d) below: (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party) all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party) an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy proxy, subject to the provisions of Section 11(d) below, shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured ObligationsObligations (other than indemnification obligations that are intended to survive termination of the Note Documents), the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 2 contracts
Samples: Second Lien Subordinated Note Purchase Agreement (NextWave Wireless Inc.), Intercreditor Agreement (NextWave Wireless Inc.)
Voting and Distributions. (i) So long as no Enforcement Event of Default shall have occurred and shall be continuing:
(A) except as otherwise provided in this Section 4.3 or elsewhere herein, (i) each Grantor the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Pledged Collateral or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreementother Transaction Documents; provided, no Grantor shall however, that the Pledgor will not be entitled to exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have the result thereof could materially and adversely affect the rights inuring to a material adverse effect on the value holder of the Securities Pledged Collateral or the rights and remedies of any part thereofof the Secured Creditors under this Agreement or any other Transaction Document or the ability of the Secured Creditors to exercise the same;
(B) the Trustee shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all proxies and other instruments as the Pledgor may from time to time reasonably request for the purpose of enabling the Pledgor to exercise the voting and other consensual rights when and to the extent that it is entitled to exercise the same pursuant to clause (f)(i)(A) above and to receive the cash Dividends that it is entitled to receive pursuant to clause (f)(i)(C) below; and and
(iiC) each Grantor the Pledgor shall be entitled to receive and retain any and all dividendsordinary cash Dividends, Securities or other property paid on the Pledged Collateral to the extent and only to the extent that such ordinary cash Dividends, Securities or other property are permitted by, and otherwise paid in accordance with, the terms and conditions of the Transaction Documents and applicable laws, and all such distributions received by the Pledgor in accordance with this sentence shall be free of the pledge and Security Interests created hereunder and shall not constitute Collateral. All noncash Dividends, Securities or other property, and all distributions, principal Securities or other property 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 interest paid all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Stock of the issuer of any Pledged Collateral or received in exchange for Pledged Collateral 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 without any further action. The Pledgor shall immediately take all steps, if any, required, necessary or desirable to ensure the validity, perfection, priority and, if applicable, “control” (as defined in Article 8 or Article 9 of the UCC, as applicable) of the Trustee over such Dividends, Securities Collateral. or other property, in each case referred to in the immediately preceding sentence (including delivery thereof to the Trustee), and pending any such action the Pledgor shall be deemed to hold such Dividends, Securities or other property in trust for the benefit of the Trustee, and the same shall be segregated from all other property of the Pledgor.
(ii) Upon the occurrence and during the continuation continuance of an Event of Default, Enforcement Event:
(xA) upon written notice from Secured Party to any Grantor, all rights of such Grantor the Pledgor to exercise or refrain from exercising the voting and other consensual rights which that it would otherwise be entitled to exercise pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party the Trustee who shall thereupon have the sole right to exercise such voting and other consensual rights; ;
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the Trustee to exercise the voting and other consensual rights which that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which that it may be entitled to receive hereunder, : (I1) each Grantor the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Trustee all such proxies, dividend payment orders and other instruments as Secured Party the Trustee may from time to time reasonably requestrequest and (2) the Pledgor acknowledges that the Trustee may utilize the power of attorney set forth in Section 6; and
(C) all rights of the Pledgor to distributions and other amounts that the Pledgor is authorized to receive pursuant to clause (f)(i)(C) above shall cease, and (II) without limiting all such rights shall thereupon become vested in the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings)Trustee, which proxy shall be effective, automatically have the sole and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any exclusive right and authority to receive and retain such distributions and other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Partyamounts.
Appears in 2 contracts
Samples: Parent Pledge Agreement, Pledge Agreement (Shaw Group Inc)
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 Exchange Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and (ii) each Grantor shall be entitled to receive and retain retain, and to utilize free and clear of the Lien hereof, any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. Upon the occurrence and during the continuation continuance of an Event of Default, subject to the provisions of Section 14(d) below: (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party or, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, to the Second Lien Collateral Agent as agent for the Secured Party) all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party or, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, to the Second Lien Collateral Agent as agent for the Secured Party) an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy proxy, subject to the provisions of Section 14(d) below, shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured ObligationsObligations (other than indemnification obligations that are intended to survive termination of the Note Documents), the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 2 contracts
Samples: Intercreditor Agreement (NextWave Wireless Inc.), Intercreditor Agreement (NextWave Wireless Inc.)
Voting and Distributions. (A) So long as no Event of Default shall have occurred and be continuing, subject to applicable laws:
(iA) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit any Secured Agreement; provided, no and
(B) Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified all proxies and other instruments as such Grantor that, in Secured Party’s judgment, may from time to time reasonably request for the purpose of enabling such action would have a material adverse effect on Grantor to exercise the value of the Securities Collateral or any part thereof; voting and (ii) each Grantor shall be other consensual rights it is entitled to receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (A) above.
(B) Upon the occurrence and during the continuation of an Event of Default, subject to applicable laws and the terms of the Secured Agreements and the Intercreditor Agreement:
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 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, :
(I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party Collateral Agent all such proxies, dividend payment orders and other instruments as necessary or as Collateral Agent (at the written direction of the Acting Secured Party Parties) may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that Collateral Agent may utilize the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.
Appears in 2 contracts
Samples: Security Agreement (Xm Satellite Radio Inc), Security Agreement (Xm Satellite Radio Inc)
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 inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor in writing that, in Secured Party’s 's judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and provided further, such Grantor shall give Secured Party at least five 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 (A) the voting by such Grantor of any Pledged Shares for or such Grantor's consent to the election of directors or other members of a governing body of an issuer of Pledged Shares at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor (B) Grantor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section, and no notice of any such voting or consent need be given to Secured Party); (ii) each Grantor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions, principal distributions and interest paid in respect of the Securities Collateral; provided, any and all (A) dividends, distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Securities Collateral, (B) during the continuance of an Event of Default, dividends and other distributions paid or payable in cash in respect of any Securities Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) during the continuance of an Event of Default, cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Securities Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Securities Collateral and shall, if received by such Grantor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of such Grantor and be forthwith delivered to Secured Party as Securities Collateral in the same form as so received (with all necessary endorsements); provided that, if no Event of Default shall have occurred, to the extent any of the property described in the foregoing clause (B) or (C) shall constitute Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds (or proceeds thereof), it shall be applied as required by the Credit Agreement; and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies, dividend payment orders 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 which it is entitled to exercise pursuant to clause (i) above and to receive the dividends, distributions, principal or interest payments which it is authorized to receive and retain pursuant to clause (ii) above. Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor to receive the dividends, other distributions, principal distributions and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Securities Collateral such dividends, other distributions, principal distributions 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 (ii) of the immediately preceding paragraph or 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 Securities 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity Shares would be entitled (including giving or withholding written consents of shareholders or other holders of Equity Interestsequity interests, calling special meetings of shareholders or other holders of Equity Interests equity interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Samples: Security Agreement (Autotote Corp)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing, continuing and until the Administrative Borrower has received notice from the Administrative Agent of the Administrative Agent’s intent to exercise the Administrative Agent’s rights under this Section 4.4.5(c):
(iA) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by violative of the terms of this Security Agreement or the Credit Agreement; providedit being understood, no however, that neither the voting by any Grantor shall exercise of any Pledged Stock for, or refrain from exercising any 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 right if Secured Party meeting, nor any Grantor’s consent to or approval of any action otherwise permitted under this Security Agreement and the Credit Agreement, shall have notified be deemed inconsistent with the terms of this Security Agreement or the Credit Agreement within the meaning of clause (i)(A) of this Section 4.4.5(c); and
(B) the Administrative Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies and other instruments as any Grantor may from time to time reasonably request for the purpose of enabling such Grantor that, in Secured Party’s judgment, to exercise the voting and other consensual rights when and to the extent which such action would have a material adverse effect on the value Grantor is entitled to exercise pursuant to clause (i)(A) of the Securities Collateral or any part thereofthis Section 4.4.5(c); and and
(ii) each Grantor shall be entitled subject 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 DefaultDefault and subject to the terms, (x) upon written conditions and restrictions in the Intercreditor Agreement, after the Administrative Borrower has received notice from Secured Party the Administrative Agent of the Administrative Agent’s intent to any Grantor, exercise the Administrative Agent’s rights under clause (ii) of this Section 4.4.5(c):
(A) all rights of such each Grantor to exercise or refrain from exercising the voting and other consensual rights which it such Grantor would otherwise be entitled to exercise pursuant hereto shall cease, cease and all such rights shall thereupon become vested in Secured Party the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the Administrative Agent to exercise the voting and other consensual rights which it such Grantor may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it such Grantor may be entitled to receive hereunder, : (I1) each such Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Administrative Agent all such proxies, dividend payment orders and other instruments as Secured Party the Administrative Agent may from time to time reasonably request, request and (II2) without limiting such Grantor acknowledges that the effect Administrative Agent may utilize the power of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.
Appears in 1 contract
Samples: Pledge and Security Agreement (Talecris Biotherapeutics Holdings Corp.)
Voting and Distributions. So long as no (i) Unless and until an Event of Default shall have occurred and be continuing, :
(iA) each Grantor The Borrower shall be entitled to exercise any and all voting and and/or other consensual rights pertaining and powers inuring to an owner of the Securities Investment-Related Property included in the Collateral owned or held by it or on its behalf, or any part thereof thereof, for any purpose not prohibited by consistent with the terms of this Security Agreement or and the Credit Agreementother Loan Documents and the Existing Senior Loan Documents; provided, no Grantor shall however, that the Borrower will not be entitled to exercise or refrain from exercising any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment-Related Property or the rights and remedies of any of the Secured Party Parties under this Security Agreement or any other Loan Document or the ability of any of the Secured Parties to exercise the same.
(B) The Lender shall have notified execute and deliver to the Borrower, or cause to be executed and delivered to the Borrower, all such Grantor thatproxies, in Secured Party’s judgmentpowers of attorney and other instruments as the Borrower 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) The Borrower shall be entitled to receive, such action would have a material adverse effect retain and use any and all cash dividends, interest and principal paid on the value Investment-Related Property included in the Collateral 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 not otherwise paid in a manner that violates the terms and conditions of the Securities Credit Agreement, the other Loan 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 Investment-Related Property included in the Collateral owned or held by it or on its behalf, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in any issuer or received in exchange for any Investment-Related Property, 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 the Borrower, 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 Lender hereunder and shall to the extent certificated be forthwith delivered to the Lender in the same form as so received (with any necessary endorsement).
(ii) each Grantor shall be entitled to receive and retain any and all dividends, other distributions, principal and interest paid in respect Without limiting the generality of the Securities Collateral. Upon foregoing, upon the occurrence and during the continuation continuance of an Event of Default, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such Grantor the Borrower to exercise the voting and other consensual rights which dividends, interest or principal that it would otherwise be entitled is authorized to exercise receive pursuant hereto to subsection (c)(i)(C) shall cease, and all such rights shall thereupon become vested in the Lender, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal, as applicable. All dividends, interest and principal received by or on behalf of the Borrower contrary to the provisions of this Section shall be held in trust for the benefit of the Lender, shall be segregated from other property or funds of the Borrower and shall be forthwith delivered to the Lender upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Lender pursuant to the provisions of this subsection (c)(ii)(A) shall be retained by the Lender in an account to be established in the name of the Lender, for the benefit of Lender and the other Secured Party who Parties, upon receipt of such money or other property and shall thereupon be applied in accordance with the provisions of Section 5.2. Subject to the provisions of this subsection (c)(ii)(A), such account shall at all times be under the sole dominion and control of the Lender, and the Lender shall at all times have the sole right to make withdrawals therefrom and to exercise such voting all rights with respect to the funds and other consensual rights; (y) except property from time to time therein or credited thereto as otherwise specified set forth in the Credit AgreementLoan Documents. After all Events of Default have been cured or waived, upon written notice from Secured Party the Lender shall, within five Business Days after all such Events of Default have been cured or waived, repay to any Grantor the Borrower all cash dividends, interest and principal (without interest) that the Borrower would otherwise be permitted to retain pursuant to the terms of any exercise of remedies under Section 8.2 of the Credit Agreement, subsection (c)(i)(C) and which remain in such account.
(B) all rights of such Grantor the Borrower to receive exercise the dividendsvoting and consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A), other distributionsand the obligations of the Lender under subsection (c)(i)(B), principal and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who the Lender, which shall thereupon have the sole and exclusive right and authority to receive exercise such voting and hold as Collateral such dividendsconsensual rights and powers, other distributions, principal provided that the Lender shall have the right from time to time following and interest payments; and (z) all dividends, principal, interest payments and other distributions which are received by such Grantor contrary to during the provisions continuance of clause (y) above shall be received in trust for the benefit an Event 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 Default to permit Secured Party the Borrower to exercise such rights. After all Events of Default have been cured or waived, the Borrower will have the right to exercise the voting and other consensual rights which and powers that it may would otherwise be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, the terms of subsection (I) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetingsc)(i)(A), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Samples: Pledge and Security Agreement (Uranium Resources Inc /De/)
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; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; 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, (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested vested, to the extent permitted under the Intercreditor Agreement, in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested vested, to the extent permitted under the Intercreditor Agreement, in Secured Party 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 (ii) of the immediately preceding paragraph or 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 forthwith, to the extent permitted under the Intercreditor Agreement, be paid over to Secured Party as Collateral in the same form as so received (with any necessary endorsements). In Subject to the provisions of the Intercreditor Agreement, 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of shareholders or other holders of Equity Interestsequity interests, calling special meetings of shareholders or other holders of Equity Interests equity interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and delivery of the notice required above and which proxy shall only terminate upon the payment in full of the Secured Obligations (other than Unasserted Obligations), the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
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 inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s 's judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and provided further, such Grantor shall give Secured Party at least five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right if the exercise, or the refrain from exercising, such right would reasonably be expected to have a material adverse effect on the value of the Securities Collateral or any part thereof (it being understood, however, that neither (among other things)
(A) the voting by such Grantor of any Pledged Shares for or such Grantor's consent to the election of directors or other members of a governing body of an issuer of Pledged Shares at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor (B) such Grantor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section, and no notice of any such voting or consent need be given to Secured Party) and (ii) each Grantor shall be entitled to receive and retain retain, and to utilize any and all dividends, other distributions, principal distributions and interest paid in respect of the Securities Collateral to the extent permitted under the Credit Agreement; provided, that except as otherwise provided in the Credit Agreement, any and all (A) dividends, distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Securities Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Securities Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Securities Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Securities Collateral and shall, if received by such Grantor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of such Grantor and be forthwith delivered to Secured Party as Securities Collateral in the same form as so received (with all necessary endorsements). Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor to receive the dividends, other distributions, principal distributions and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Securities Collateral such dividends, other distributions, principal distributions 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 (ii) of the immediately preceding paragraph or 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 Securities 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 dividends, principal or interest payments and other distributions which it may be entitled to receive hereunder, (I) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity Shares would be entitled (including giving or withholding written consents of shareholders or other holders of Equity Interestsequity interests, calling special meetings of shareholders or other holders of Equity Interests equity interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity Shares or any officer or agent thereof), upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full in cash of all of the Secured Obligations, Obligations and the cure termination of such Event all commitments of Default or waiver thereof the Lenders under the Credit Agreement and the satisfactory cash collateralization (as evidenced determined by a writing executed by the Secured Party) of all Letters of Credit and other letters of credit issued or maintained in connection therewith.
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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 relating to Investment Related Property in this Agreement or elsewhere herein or in the other ABL Documents, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreementother ABL Documents; providedand
(B) the Collateral Agent, no at each Grantor’s expense, shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified all proxies, and other instruments as such Grantor that, may from time to time reasonably request for the purpose of enabling such Grantor with respect to Collateral registered in Secured Party’s judgment, such action would have a material adverse effect on the value name of the Securities Collateral or any part thereof; Agent to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (A) above and receive and retain dividends and other payments to the extent which it is entitled pursuant to Section 4.4.1(a)(ii) above.
(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, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
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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; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; 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, (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 After an Event of Default has occurred and continuing, 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations (other than Unasserted Obligations), the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
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Voting and Distributions. So long as no (i) Unless and until an Event of Default shall have occurred and be continuing, :
(iA) each Each U.S. Grantor shall be entitled to exercise any and all voting and and/or other consensual rights pertaining and powers inuring to an owner of the Securities Collateral Investment Property, or any part thereof thereof, for any purpose not prohibited by consistent with the terms of this Guaranty and Security Agreement or and the Credit Agreementother Secured Transaction Documents; provided, no however, that such U.S. Grantor shall will not be entitled to exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have the result thereof could materially and adversely affect the rights inuring to a material adverse effect on the value holder of the Securities Investment Property or the rights and remedies of the Collateral Agent under this Guaranty and Security Agreement or any part thereof; other Secured Transaction Document or the ability of the Collateral Agent to exercise the same.
(B) The Collateral Agent shall execute and deliver to each U.S. Grantor, or cause to be executed and delivered to each U.S. Grantor, all such proxies, powers of attorney and other instruments as such U.S. 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 (iic)(i)(A) each and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(C).
(C) Each U.S. Grantor shall be entitled to receive receive, retain and retain use any and all cash dividends, interest and principal paid on the Investment Property 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 Securities Purchase Agreement, the other Secured Transaction 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, principal and interest paid distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Securities Investment Property, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Pledged Equity Interests in any issuer of any Investment Property or received in exchange for any Investment Property, 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. Upon , and, if received by such U.S. 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 endorsement).
(ii) Without limiting the generality of the foregoing, upon the occurrence and during the continuation continuance of an Event of Default, :
(xA) upon written notice from Secured Party to any GrantorUpon the direction of the Collateral Agent, all rights of such each U.S. Grantor to exercise the voting and other consensual rights which dividends, interest or principal that it would otherwise be entitled is authorized to exercise receive pursuant hereto to subsection (c)(i)(C) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal, as applicable. All dividends, interest and principal received by or on behalf of any U.S. Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such U.S. Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this subsection (c)(ii)(A) shall be retained by the Collateral Agent in an account to be established in the name of the Collateral Agent, for the ratable benefit of the Secured Party who Parties, upon receipt of such money or other property and shall thereupon be applied in accordance with the provisions of Section 6.2. Subject to the provisions of this subsection (c)(ii)(A), such account shall at all times be under the sole dominion and control of the Collateral Agent, and the Collateral Agent shall at all times have the sole right to make withdrawals therefrom and to exercise such voting all rights with respect to the funds and other consensual rights; (y) except property from time to time deposited therein or credited thereto as otherwise specified set forth in the Credit AgreementSecured Transaction Documents. After all Events of Default have been cured or waived, upon written notice from Secured Party the Collateral Agent shall, within five (5) Business Days after all such Events of Default have been cured or waived, repay to any the applicable U.S. Grantor all cash dividends, interest and principal (without interest) that such U.S. Grantor would otherwise be permitted to retain pursuant to the terms of any exercise of remedies under Section 8.2 subsection (c)(i)(C) and which remain in such account.
(B) Upon the direction of the Credit AgreementCollateral Agent, all rights of such each U.S. Grantor to receive exercise the dividendsvoting and consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A), other distributionsand the obligations of the Collateral Agent under subsection (c)(i)(B), principal and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who the Collateral Agent, which shall thereupon have the sole and exclusive right and authority to receive exercise such voting and hold as consensual rights and powers, provided that, unless otherwise directed by the Required Investors, the Collateral such dividends, other distributions, principal Agent shall have the right from time to time following and interest payments; and (z) all dividends, principal, interest payments and other distributions which are received by such Grantor contrary to during the provisions continuance of clause (y) above shall be received in trust for the benefit an Event 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 Default to permit Secured Party such U.S. Grantor to exercise such rights. After all Events of Default have been cured or waived, the applicable U.S. Grantor will have the right to exercise the voting and other consensual rights which and powers that it may would otherwise be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, the terms of subsection (I) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetingsc)(i)(A), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(A) except as otherwise provided in this Section 4.7 or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Pledged Collateral or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement, the Credit Agreement or the other Loan Documents; unless the result thereof could reasonably be expected to materially and adversely affect the rights and remedies of the Administrative Agent or any other Secured Parties under this Agreement, the Credit Agreement; providedAgreement or any other Loan Document or the ability of the Secured Parties to exercise the same;
(B) the Administrative Agent shall promptly execute and deliver (or cause to be executed and delivered), no at the expense of such Grantor, to each Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified all proxies and other instruments as such Grantor that, in Secured Party’s judgment, may from time to time reasonably request for the purpose of enabling such action would have a material adverse effect on Grantor to exercise the value of voting and other consensual rights when and to the Securities Collateral or any part thereofextent that it is entitled to exercise the same pursuant to clause (g)(i)(A) above and to receive the cash Dividends that it is entitled to receive pursuant to clause (g)(i)(C) below; and and
(iiC) each Grantor shall be entitled to receive and retain any and all dividendscash Dividends, other interest, principal, distributions, principal Securities or other property paid on the Pledged Collateral to the extent and interest only to the extent that such cash Dividends, interest, principal, distributions, Securities or other property are permitted by, and otherwise paid in accordance with the terms and conditions of, the Credit Agreement, the other Loan Documents and applicable laws. All noncash Dividends, interest, principal, distributions, Securities or other property, and all Dividends, interest, principal, distributions, Securities or other property 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 Securities Pledged Collateral. , whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in exchange for Pledged Collateral 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 without any further action.
(ii) Upon the occurrence and during the continuation continuance of an Event of Default:
(i) the Administrative Agent shall have the sole and exclusive right to receive any and all Dividends, payments or other Proceeds paid in respect of the Pledged Stock and other Investment Property and make application thereof to the Secured Obligations in the manner set forth in Section 7.02 of the Credit Agreement, (ii) the Administrative Agent shall have the sole and exclusive right (but shall be under no obligation) to register any or all of the Pledged Collateral in the name of the Administrative Agent or its nominee, (iii) all rights of each Grantor to exercise or refrain from exercising the voting, corporate, consensual and other rights and privileges pertaining to the Pledged Collateral to which such Grantor would otherwise be entitled shall automatically cease and become vested in the Administrative Agent, and (iv) the Administrative Agent or its nominee shall have (except to the extent, if any, specifically waived in each instance by the Administrative Agent in writing in its sole discretion) the sole and exclusive right to exercise or refrain from exercising, but under no circumstances is the Administrative Agent obligated by the terms of this Agreement or otherwise to exercise, (x) all voting, corporate or other organizational, consensual and other rights and privileges pertaining to the Pledged Collateral, whether at any meeting of shareholders of the relevant issuer, by written consent in lieu of a meeting or otherwise, and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange, at its discretion, any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to the Pledged Collateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine in its sole discretion), all without liability, but the Administrative Agent shall have no duty to any Grantor or any other Person to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(B) Each Grantor hereby appoints the Administrative Agent as such Grantor’s true and lawful attorney-in-fact, with full power of substitution, and grants to the Administrative Agent this IRREVOCABLE PROXY, to vote all or any part of the Pledged Stock and other Investment Property from time to time following the occurrence and during the continuance of an Event of Default, (x) upon written notice from Secured Party to in each case in any Grantormanner the Administrative Agent deems advisable in its sole discretion for or against any or all matters submitted, all rights of such Grantor to exercise the voting and other consensual rights or which it would otherwise be entitled to exercise pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 submitted, to exercise pursuant hereto and to receive all dividends and other distributions which it a vote of shareholders, partners or members, as the case may be entitled to receive hereunderbe, (I) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity any such shareholders, partners or members would be entitled (including giving or withholding written consents entitled. The power-of-attorney and irrevocable proxy granted hereby are effective automatically upon the occurrence of holders an Event of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and Default without the necessity of that any action (including including, without limitation, that any transfer of any of the Pledged Equity Collateral be recorded on the record books and records of the issuer thereofof the relevant Pledged Collateral or that any of the Pledged Collateral be registered in the name of the Administrative Agent or otherwise) be taken by any other Person (including the issuer of the relevant Pledged Equity Collateral or any officer or agent thereof), are coupled with an interest and shall be irrevocable, shall survive the bankruptcy, dissolution or winding up of each relevant Grantor, and shall terminate only on the termination of this Agreement.
(C) upon written notice by the occurrence Administrative Agent to the Grantors, all rights of an the Grantors to Dividends, interest or principal that any Grantor is authorized to receive pursuant to clause (g)(i)(C) above shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such Dividends, interest or principal and to apply them to the Obligations in accordance with this Agreement and the other Loan Documents. After all Event of Default Defaults have been cured or waived or the underlying notice (if applicable) has been rescinded, each Grantor will have the right to exercise the voting and which proxy shall only terminate upon consensual rights and powers that it would otherwise be entitled to exercise pursuant to the payment in full terms of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Partyclause (g)(i) above.
Appears in 1 contract
Samples: Revolving Credit Agreement (Palantir Technologies Inc.)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and no notice shall have been given pursuant to clause (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 Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent in any material respect with the terms of this Agreement or the Credit Agreement; providedit being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such 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 such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.4(c)(i)(1), and no notice of any such voting or consent need be given to the Canadian Agent; and
(2) the Canadian Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall 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 (1) above;
(ii) Upon either delivery by any Grantor to the Canadian Agent of written notice that an Event of Default has occurred and is continuing, or delivery by the Canadian Agent or the Administrative Agent to Grantor of written notice that the Event of Default exists:
(A) all rights of each Grantor to exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; 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, (x) upon written notice from Secured Party to any Grantor, all rights of such Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall ceaseupon notice to such Grantor by the Canadian Agent, cease and all such rights shall thereupon become vested in Secured Party the Canadian Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the Canadian 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Canadian Agent all such proxies, dividend payment orders and other instruments as Secured Party the Canadian Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Canadian Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Samples: Pledge and Security Agreement (Easton-Bell Sports, Inc.)
Voting and Distributions. (A) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the Financing Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Financing Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party the Collateral Agent shall have notified such Grantor that, in Secured Partythe Collateral Agent’s reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Securities Collateral Investment Related Property or any part thereof; and provided further, such Grantor shall give the Collateral Agent at least five (ii5) 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 such Grantor of any Pledged Stock for, or such 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 such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Financing Agreement, shall be deemed inconsistent with the terms of this Agreement or the Financing Agreement within the meaning of this Section 4.4(c)(i)(1), and no notice of any such voting or consent need be given to the Collateral Agent; and
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above;
(3) Upon the occurrence and during the continuation of an Event of Default, (x:
a) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; (yand
b) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1. *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Partyomitted portions.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing, until written notice from Collateral Agent:
(iA) to such Grantor (which may be given concurrently), except as otherwise set forth herein or in any other Credit Document, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit AgreementDocument; providedand
(B) Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified and other instruments as such Grantor that, in Secured Party’s judgment, may from time to time reasonably request for the purpose of enabling such action would have a material adverse effect on Grantor to exercise the value of voting and other consensual rights when and to the Securities Collateral or any part thereof; and extent which it is entitled to exercise pursuant to clause (A) above;
(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 (x) the occurrence and during the continuation of an Event of Default, Default and (xy) upon written notice from Secured Party Collateral Agent to any Grantor, Grantor (which may be given concurrently):
(A) all rights of such Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto this Agreement shall cease, immediately cease and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto to this Agreement and to receive all dividends and other distributions which it may be entitled to receive hereunder, : (I1) each such Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party Collateral Agent may from time to time reasonably request, request and (II2) without limiting such Grantor acknowledges that Collateral Agent may utilize the effect power of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Samples: Pledge and Security Agreement (Lifecore Biomedical, Inc. \De\)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Priority Lien Documents, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit AgreementPriority Lien Documents; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party the Priority Lien Collateral Trustee shall have notified such Grantor (such notice to be given by the Priority Lien Collateral Trustee upon receipt of a written instruction from the Requisite Lenders or the Administrative Agent) that, in Secured Partythe Priority Lien Collateral Trustee’s reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Securities Collateral Investment Related Property or any part thereof; and provided further, such Grantor shall give the Priority Lien Collateral Trustee at least five (ii5) 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 such Grantor of any Pledged Stock for, or such 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 routine matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Priority Lien Documents, shall be deemed inconsistent with the terms of this Agreement or the Priority Lien Documents within the meaning of this Section 4.4(c)(i)(1), and no notice of any such voting or consent need be given to the Priority Lien Collateral Trustee; and
(2) the Priority Lien Collateral Trustee shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above;
(3) Upon the occurrence and during the continuation of an Event of Default and any Grantors’ receipt of notice of exercise by the Priority Lien Collateral Trustee of any powers, rights, privileges and remedies available upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement:
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Priority Lien Collateral Trustee who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the Priority Lien Collateral Trustee 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Priority Lien Collateral Trustee all such proxies, dividend payment orders and other instruments as Secured Party the Priority Lien Collateral Trustee may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Priority Lien Collateral Trustee may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Voting and Distributions. (i) So long as no an Event of Default shall have not have occurred and be continuing:
(A) except as otherwise provided in Section 3.04(b)(i) of this Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by the terms of this Agreement or the Credit Agreement; providedthereof, provided that no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action (1) that would have a material adverse effect on Material Adverse Effect; or (2) for any purpose inconsistent with the value terms of this Agreement or the Securities Credit Agreement; it being understood, however, that for the purpose of clause (1) above neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at any meeting of stockholders or action by written consent in lieu thereof or with respect to incidental matters at any such meeting or in such consent, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed NY12534:167338.25 inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 3.04(d)(i)(A); and
(B) the Collateral Agent shall promptly execute and deliver (or any part thereof; 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) 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, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right but not the obligation to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (IA) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (IIB) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 5.01.
Appears in 1 contract
Samples: Pledge and Security Agreement (Oppenheimer Holdings Inc)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by in violation of the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; 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. [reserved];
(iii) Upon the occurrence and during the continuation of an Event of Default, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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 ceasecease upon the Collateral Agent (personally or through an agent) exercising its rights to (i) transfer and register in the Collateral Agent's name, or in the name of the Collateral Agent's nominee, the whole or any part of the Investment Related Property, it being acknowledged by each Grantor (in its capacity as a Grantor and, if such Grantor is an Issuer, in its capacity as an Issuer) that such transfer and registration may be effected by the Collateral Agent by the delivery of a Registration Page to the applicable Issuer, reflecting the Collateral Agent or its designee as the holder of such Investment Related Property, or otherwise by the Collateral Agent through its irrevocable appointment as attorney-in-fact pursuant to the terms hereof, (ii) exchange certificates or instruments evidencing or representing Investment Related Property for certificates or instruments of smaller or larger denominations, (iii) exercise the voting and all other rights in respect of the Investment Related Property as a holder with respect thereto with or without actually becoming the holder thereof (including, without limitation, all economic rights, all control rights, authority and powers, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all status rights of such Grantor as a member, shareholder, or other owner of any Issuer) with full power of substitution to do so, (iv) collect and receive the dividends, all dividends and other distributions, principal and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party 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 made thereon, (v) notify the parties obligated on any of the Investment Related Property to make payment to the provisions Collateral Agent of clause any amounts due or to become due thereunder, (yvi) above shall be received endorse instruments in trust for the benefit of Secured Party, shall be segregated from other funds name of such Grantor to allow collection of any of the Investment Related Property, (vii) enforce collection of any of the Investment Related Property by suit or otherwise, and shall forthwith be paid over surrender, release, or exchange all or any part thereof, or compromise or renew for any period (whether or not longer than the original period) any liabilities of any nature of any Person with respect thereto, (viii) consummate any sales of Investment Related Property or exercise other rights as set forth herein, (ix) otherwise act with respect to Secured Party the Investment Related Property as though the Collateral Agent was the outright owner thereof, and/or (x) exercise any other rights or remedies the Collateral Agent may have under the UCC or other applicable law; and
(B) in the same form as so received (with any necessary endorsements). In order to permit Secured Party the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request (acting upon a Direction of the Requisite Lenders) and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable acknowledges that the Collateral Agent may utilize the power of attorney and proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
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; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; 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, (x) upon written notice from Secured Party to any Grantor, 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 ceasecease (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, Agreement and upon written notice from the Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit AgreementParty, 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 ceasecease (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 proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence and during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations (other than Unasserted Obligations), the cure of such Event of Default having ceased to be continuing or having been waived with such waiver thereof as being evidenced by a writing executed by Secured Party.
Appears in 1 contract
Samples: Credit Agreement (United Online Inc)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(A) except as otherwise provided in Section 3.2(b)(i) of this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Pledged Equity Interests or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; providedPROVIDED, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such exercise would constitute a breach of a representation or obligation under the Credit Agreement or would adversely affect the validity or enforceability of this Agreement or the Collateral Agent's rights hereunder or the transferability of such Pledged Equity Interests or would adversely affect the validity, perfection or priority of the Collateral Agent's security interest; it being understood, however, that neither the voting by such Grantor thatof any Pledged Stock for, in Secured Party’s judgmentor such 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 such Grantor's consent to or approval of any action would have a material adverse effect on otherwise permitted under this Agreement and the value Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Securities Credit Agreement within the meaning of this Section 3.2(d)(i)(A), and no notice of any such voting or consent need be given to the Collateral Agent; and
(B) the Collateral Agent shall promptly execute and deliver (or any part thereof; 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) 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, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 5.
Appears in 1 contract
Voting and Distributions. So long as no (a) Unless and until an Event of Default shall have occurred and be continuing, :
(i) each The Grantor shall be entitled to exercise any and all voting and and/or other consensual rights pertaining and powers inuring to an owner of the Securities Collateral Pledged Equity Interests, or any part thereof thereof, for any purpose not prohibited by consistent with the terms of this Pledge Agreement or and the Credit Agreementother Loan Documents; provided, no however, that the Grantor shall will not be entitled to exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have the result thereof could materially and adversely affect the rights inuring to a material adverse effect on the value holder of the Securities Collateral Pledged Equity Interests or the rights and remedies of any of the Secured Parties under this Pledge Agreement or any part thereof; and other Loan Document or the ability of any of the Secured Parties to exercise the same.
(ii) each The Administrative Agent shall execute and deliver to the Grantor, or cause to be executed and delivered to the Grantor, all such proxies, powers of attorney and other instruments as the 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 (a)(i) and to receive the cash payments it is entitled to receive pursuant to subsection (a)(iii).
(iii) The Grantor shall be entitled to receive receive, retain and retain use any and all cash dividends, interest and principal paid on the Pledged Equity Interests to the extent and only to the extent that such cash dividends, interest and principal are not prohibited by, and not otherwise paid in a manner that violates the terms and conditions of the Credit Agreement, the other Loan 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, principal and interest paid distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Securities Collateral. Upon Pledged Equity Interests, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in any issuer or received in exchange for any Pledged Equity Interests, 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 Pledged Equity Interests, and, if received by the 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 Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement).
(b) Without limiting the generality of the foregoing, upon the occurrence and during the continuation continuance of an Event of Default, :
(xi) upon written notice from Secured Party to any Grantor, all All rights of such the Grantor to exercise the voting and other consensual rights which dividends, interest or principal that it would otherwise be entitled is authorized to exercise receive pursuant hereto to subsection (a)(iii) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal, as applicable. All dividends, interest and principal received by or on behalf of the Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of the Grantor and shall be forthwith delivered to the Administrative Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this subsection (b)(i) shall be retained by the Administrative Agent in an account to be established in the name of the Administrative Agent, for the ratable benefit of the Secured Party who Parties, upon receipt of such money or other property and shall thereupon be applied in accordance with the provisions of Section 5.2. Subject to the provisions of this subsection (b)(i), such account shall at all times be under the sole dominion and control of the Administrative Agent, and the Administrative Agent shall at all times have the sole right to make withdrawals therefrom and to exercise such voting all rights with respect to the funds and other consensual rights; (y) except property from time to time therein or credited thereto as otherwise specified set forth in the Credit AgreementLoan Documents. After all Events of Default have been cured or waived, upon written notice from Secured Party the Administrative Agent shall, within five Business Days after all such Events of Default have been cured or waived, repay to any the Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor to receive the cash dividends, other distributions, interest and principal and interest payments which it (without interest) that the Grantor would otherwise be authorized permitted to receive and retain pursuant hereto to the terms of subsection (a)(iii) and which remain in such account.
(ii) All rights of the Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to subsection (a)(i), and the obligations of the Administrative Agent under subsection (a)(ii), shall cease, and all such rights shall thereupon become vested in Secured Party who the Administrative Agent, which shall thereupon have the sole and exclusive right and authority to receive exercise such voting and hold as Collateral such dividendsconsensual rights and powers, other distributionsprovided that, principal unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from time to time following and interest payments; and (z) all dividends, principal, interest payments and other distributions which are received by such Grantor contrary to during the provisions continuance of clause (y) above shall be received in trust for the benefit an Event 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 Default to permit Secured Party the Grantor to exercise such rights. After all Events of Default have been cured or waived, the Grantor will have the right to exercise the voting and other consensual rights which and powers that it may would otherwise be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, the terms of subsection (I) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetingsa)(i), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Samples: Credit Agreement (Virtus Investment Partners, Inc.)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the Financing Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Financing Agreement;; providedit being understood, no however, that neither the voting by such Grantor shall exercise of any Pledged Stock for, or refrain from exercising such 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 right if Secured Party meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Financing Agreement, shall have notified be deemed inconsistent with the terms of this Agreement or the Financing Agreement within the meaning of this Section 4.4(c)(i)(1), and no notice of any such voting or consent need be given to the Collateral Agent; and
(2) the 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 that, in Secured Party’s judgment, may from time to time reasonably request for the purpose of enabling such action would have a material adverse effect on Grantor to exercise the value of voting and other consensual rights when and to the Securities Collateral or any part thereof; and extent which it is entitled to exercise pursuant to clause (1) above;
(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, :
(x1) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(y2) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (Ia) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (IIb) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Samples: Financing Agreement (Model N, Inc.)
Voting and Distributions. So long as no Event of Default shall have occurred and be continuing, (i) each Subject to Section 10(e)(ii):
(A) Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral Pledged Equity or any part thereof for any purpose not prohibited by the terms of this Agreement or the Credit Note Purchase Agreement; provided, no provided that Grantor shall not exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on Material Adverse Effect (which determination may be made by Secured Party, in its sole judgment, by written notice to Grantor); and
(B) Subject to Section 9 and the value terms of the Securities Collateral or any part thereof; and (ii) each Account Management Annex, Grantor shall be entitled to receive and retain any and all dividends, other distributions, principal and interest paid lawful dividends payable in respect of the Securities CollateralPledged Equity which are paid in cash by any issuer if such dividends are permitted by the Note Purchase Agreement and the other Note Documents. Any and all dividends and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Equity shall be, and shall forthwith be delivered to Secured Party to hold as, Collateral and shall, if received by Grantor, be received in trust for the benefit of Secured Party, be segregated from the other property of Grantor and be forthwith delivered to Secured Party as Collateral in the same form as so received (with all necessary endorsements).
(ii) Upon the occurrence and during the continuation of an Event of Default, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such Grantor to exercise the voting and other consensual rights which it they would otherwise be entitled to exercise pursuant hereto to Section 10(e)(i)(A) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; ;
(y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Collateral such dividends, other distributions, principal and interest payments; and (zB) all dividends, principal, interest payments and other distributions distributions, paid or payable in cash in respect of the Pledged Equity (including in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus) shall be paid to such account or accounts as Secured Party may designate to be held as Collateral and/or applied in accordance with Section 16 hereof; and
(C) all payments which are received by such Grantor contrary to the provisions of clause paragraph (yB) above of this Section 10(e)(ii) 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Voting and Distributions. (i) 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 Investment Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and (ii) each . Grantor shall be entitled to receive and retain retain, and to utilize free and clear of the Lien of this Agreement, any and all dividends, other distributions, principal dividends and interest paid in respect of the Securities CollateralInvestment Property; provided, any and all (A) dividends and interest paid or payable other than in Cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Investment Property, (B) dividends and other distributions paid or payable in Cash in respect of any Investment Property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) Cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Investment Property, shall be, and shall forthwith be delivered to Administrative Agent to hold as, Investment Property and shall, if received by Grantor, be received in trust for the benefit of Administrative Agent, be segregated from the other property or funds of Grantor and be forthwith delivered to Administrative Agent as Investment Property in the same form as so received (with all necessary endorsements). Administrative Agent shall promptly execute and deliver (or cause to be executed and delivered) to Grantor all such proxies, dividend payment orders 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 (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to the preceding sentence.
(ii) Upon the occurrence and during the continuation of an Event of Default, (xA) upon written notice from Secured Party Administrative Agent to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; (yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor to receive the dividends, other distributions, principal dividends and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party Administrative Agent who shall thereupon have the sole right to receive and hold as Collateral Investment Property such dividends, other distributions, principal dividends 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.;
Appears in 1 contract
Voting and Distributions. (A) So long as no Event of Default shall have occurred and be continuing, continuing and until such time as the Grantor shall have received notice from the Collateral Agent pursuant to clause (iB) each below:
(1) the Grantor shall be entitled to exercise or refrain from exercising 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; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Investment Related Property constituting Collateral or any part thereof; provided, however, that no vote with respect to the Investment Related Property shall be cast (or refrained from being cast), right exercised (or refrained from being exercised) or other action taken (or refrained from being taken) which would be inconsistent with, or result in any violation of, any provision of any of this Agreement or any other Loan Document;
(2) the Collateral Agent shall promptly execute and deliver (iior cause to be executed and delivered) each to the Grantor all proxies, and other instruments as the Grantor, at its sole cost and expense, 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 clause (1) above; and
(3) the Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions, principal and interest distributions paid in respect of any Investment Related Property for any purpose not inconsistent with the Securities Collateralterms of this Agreement or the Loan Documents. To the extent that such distributions are made in accordance with the terms of the Loan Documents, the further distribution or payment of such monies to a Person which is not the Grantor shall not give rise to any claims or causes of action on the part of any Secured Party against the Grantor seeking the return or disgorgement of any such distributions or other payments unless the distributions or payments involve or result from fraud or willful misconduct of the Grantor.
(B) Upon the occurrence and during the continuation of an Event of Default, (x) Default and upon delivery of written notice of the occurrence and continuation of such Event of Default from Secured Party the Collateral Agent to the Grantor (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any Grantor, such notice if the Grantor is the subject of a Bankruptcy Event):
(1) all rights of such the Grantor to exercise receive the voting dividends, interest and other consensual rights which distributions that it would otherwise be entitled authorized to exercise receive and retain pursuant hereto to Section 5.4(a)(ii)(A)(3) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to receive and hold as Collateral Investment Related Property such dividends, interest and other distributions, principal and interest payments; and ;
(z2) 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 the 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, in each case, in respect of Investment Related Property constituting Collateral: (Ix) each the Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent, at its sole cost and expense, all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (IIy) without limiting the effect Grantor acknowledges that the Collateral Agent may utilize the power of clause attorney set forth in Section 7.1; and
(I3) above, each the Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity authorizes and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity instructs each Issuer of any action Investment Related Property pledged by the Grantor hereunder to comply with any instruction received by it from the Collateral Agent in writing that (including any transfer of any Pledged Equity on the record books of the issuer thereofx) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of states that an Event of Default has occurred and which proxy shall only terminate upon is continuing and (y) is otherwise in accordance with the payment in full terms of this Agreement, without any other or further instructions from the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartyGrantor.
Appears in 1 contract
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 relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; providedand
(B) the Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified and other instruments as such Grantor thatmay from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when, in Secured Party’s judgmentand to the extent which, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and it is entitled to exercise pursuant to clause (A) above;
(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, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, :
(I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Agent all such proxies, dividend payment orders and other instruments as Secured Party the Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySECTION 6.
Appears in 1 contract
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 inconsistent with the terms of this Agreement or the Credit Agreement; providedPROVIDED, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s 's judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and (ii) each Grantor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions, principal distributions and interest paid in respect of the Securities Collateral; PROVIDED, any and all (A) dividends, distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Securities Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Securities Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; provided that this clause (B) shall not preclude the Grantor from conducting any Asset Sales or liquidations or dissolutions, in each case, to the extent permitted under the Credit Agreement, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Securities Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Collateral and shall, if received by such Grantor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of such Grantor and be forthwith delivered to Secured Party as Collateral in the same form as so received (with all necessary endorsements); provided that with respect to any dividends and distributions received with respect to the foregoing clause (B), such dividends and distributions shall be delivered and applied as required by the Credit Agreement. Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor to receive the dividends, other distributions, principal distributions and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Collateral such dividends, other distributions, principal distributions 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 (ii) of the immediately preceding paragraph or 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party the Collateral Agent shall have notified such Grantor that, in Secured Party’s the Collateral Agent's reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Securities Collateral Investment Related Property or any part thereof; and provided further, such Grantor shall give the Collateral Agent at least five (ii5) 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 such Grantor of any Pledged Stock for, or such 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 such Grantor's consent to or approval of any action otherwise permitted under or not prohibited by this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.4(c)(i)(1), and no notice of any such voting or consent need be given to the Collateral Agent; and
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect exercise pursuant to clause (1) above;
(3) Subject to the terms of the Securities Collateral. Upon Intercreditor Agreement, upon the occurrence and during the continuation of an Event of Default, : SECOND LIEN PLEDGE AND SECURITY AGREEMENT EXECUTION
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, :
(I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (American Reprographics CO)
Voting and Distributions. So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Security Documents, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; providedSecurity Documents;
(2) the Collateral Trustee, no at Grantor’s expense, shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified all proxies, and other instruments as such Grantor that, may from time to time reasonably request in Secured Party’s judgment, writing for the purpose of enabling such action would have a material adverse effect on Grantor to exercise the value of voting and other consensual rights when and to the Securities Collateral or any part thereof; and (ii) each Grantor shall be extent which it is entitled to receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above; and
(3) Upon the occurrence and during the continuation of an Event of Default, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Trustee who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the Collateral Trustee 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Trustee all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Trustee may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Trustee may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Samples: Pledge and Security Agreement (Euramax International, Inc.)
Voting and Distributions. (i) So long as no Event of Default Default, shall have occurred and be continuing, (iA) 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; provided, no such Grantor shall not exercise or refrain from exercising any such right if Secured Party the Agent shall have notified such Grantor that, in Secured Partythe Agent’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and (iiB) 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. Collateral in compliance with the Credit Agreement.
(ii) Upon the occurrence and during the continuation of an Event of Default, Default (xA) upon written notice from Secured Party the Agent to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party the Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; (yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party the Agent who shall thereupon have the sole right to receive and hold as Collateral such dividends, other distributions, principal and interest payments; and (zC) all dividends, principal, interest payments and other distributions which are received by such Grantor contrary to the provisions of clause (yB) above shall be received in trust for the benefit of Secured Partythe Agent, shall be segregated from other funds of such Grantor and shall forthwith be paid over to Secured Party the Agent as Collateral in the same form as so received (with any necessary endorsements). .
(iii) In order to permit Secured Party the 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, (IA) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Agent all such proxies, dividend payment orders and other instruments as Secured Party the Agent may from time to time reasonably request, and (IIB) without limiting the effect of clause (IA) above, each Grantor hereby grants to Secured Party the Agent an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings)entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Partyfurther action.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuingcontinuing beyond all applicable notice and cure periods: (1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; providedand (2) the Lender shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, no and other instruments as such Grantor shall may from time to time reasonably request in writing 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 (1) above.
(ii) After the occurrence and during the continuance of an Event of Default beyond all applicable notice and cure periods: (A) upon written notice from the Lender, all rights of each Grantor to exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; 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, (x) upon written notice from Secured Party to any Grantor, 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, cease and all such rights shall thereupon become vested in Secured Party the Lender who shall thereupon have the sole right to exercise such voting and other consensual rights; (yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such each Grantor to receive the dividends, other interest, distributions, principal and interest payments which it would otherwise be Securities or other property that such Grantor is authorized to receive and retain pursuant hereto to this Section 4.3.1 shall cease, and all such rights shall thereupon become vested in Secured Party the Lender who shall thereupon have the sole and exclusive right and authority to receive and hold as Collateral retain such dividends, other interest or distribution. Each Grantor shall be deemed to hold any such dividends, interest, distributions, principal and interest payments; and (z) all dividends, principal, interest payments and securities or other distributions which are property received by during such Grantor contrary to the provisions of clause (y) above shall be received period in trust for the benefit of Secured Partythe Lender and shall segregate such dividends, shall be segregated distributions, Securities or other property from all other funds property of such Grantor Grantor. Any and shall forthwith be all monies and other property paid over to Secured Party as Collateral or received by the Lender pursuant to the provisions of this paragraph (B) shall be retained by the Lender in an account to be established by the same form as so received Lender and shall be applied in accordance with the provisions of this Agreement; and (with any necessary endorsementsC). In order to permit Secured Party to exercise
(1) upon written request of 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 hereunderLender, (I) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Lender all such proxies, dividend payment orders and other instruments as Secured Party shall be necessary to permit the Lender to exercise the voting and other consensual rights which it may from time be entitled to time reasonably requestexercise pursuant hereto, and to receive all dividends and other distributions which it may be entitled to receive hereunder and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rightsLender may, powers, privileges and remedies to which a holder utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
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 relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party the Agent shall have notified such Grantor that, in Secured Party’s the Agent's reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Securities Collateral Investment Related Property or any part thereof; and provided further, such Grantor shall give the 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 such Grantor of any Pledged Stock for, or such 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 such Grantor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.4.4(c)(i)(A), and no notice of any such voting or consent need be given to the Agent; and
(B) the 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) 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, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Agent all such proxies, dividend payment orders and other instruments as Secured Party the Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuingcontinuing to the extent any of the Collateral consists of Investment Related Collateral:
(1) except as otherwise provided under the covenants and agreements relating to such Investment Related Property in this Agreement or elsewhere herein or in the Parity Lien Documents, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral such Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit AgreementParity Lien Documents; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party the Parity Lien Collateral Trustee shall have notified such Grantor that, in Secured Partythe Parity Lien Collateral Trustee’s reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Securities Collateral such Investment Related Property or any part thereof; and provided further, such Grantor shall give the Parity Lien Collateral Trustee at least five (ii5) 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 such Grantor of any Pledged Stock for, or such 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 routine matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Parity Lien Documents, shall be deemed inconsistent with the terms of this Agreement or the Parity Lien Documents within the meaning of this Section 4.3(c)(i)(1), and no notice of any such voting or consent need be given to the Parity Lien Collateral Trustee; and
(2) the Parity Lien Collateral Trustee shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above;
(3) Upon the occurrence and during the continuation of an Event of Default and any Grantors’ receipt of notice of exercise by the Parity Lien Collateral Trustee of any powers, rights, privileges and remedies available upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement:
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Parity Lien Collateral Trustee who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the Parity Lien Collateral Trustee 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Parity Lien Collateral Trustee all such proxies, dividend payment orders and other instruments as Secured Party the Parity Lien Collateral Trustee may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Parity Lien Collateral Trustee may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Samples: Pledge and Security Agreement (NewPage Energy Services LLC)
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 inconsistent with the terms of this Agreement or the Credit AgreementFinancing Documents; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s 's judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and provided further, such Grantor shall give Secured Party at least five 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 (A) the voting by such Grantor of any Pledged Shares for or such Grantor's consent to the election of directors or other members of a governing body of an issuer of Pledged Shares at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor (B) such Grantor's consent to or approval of any action otherwise permitted under this Agreement and the Financing Documents shall be deemed inconsistent with the terms of this Agreement or the Financing Documents within the meaning of this Section, and no notice of any such voting or consent need be given to Secured Party); (ii) each Grantor shall be entitled to receive and retain retain, any and all dividends, other distributions, principal distributions and interest paid in respect of the Securities Collateral, and all payments of principal on indebtedness owed to such Grantor by Company or any of its Subsidiaries; provided, any and all (A) dividends, -------- distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Securities Collateral, and (B) dividends and other distributions paid or payable in cash in respect of any Securities Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Securities Collateral, (other than payments of principal on indebtedness owed to such Grantor by Company or any of its Subsidiaries) shall be, and shall forthwith be delivered to Secured Party to hold as, Securities Collateral and shall, if received by such Grantor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of such Grantor and be forthwith delivered to Secured Party as Securities Collateral in the same form as so received (with all necessary endorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies, dividend payment orders 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 which it is entitled to exercise pursuant to clause (i) above and to receive the dividends, distributions, principal or interest payments which it is authorized to receive and retain pursuant to clause (ii) above. Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor to receive the dividends, other distributions, principal distributions and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Securities Collateral such dividends, other distributions, principal distributions 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 (ii) of the immediately preceding paragraph or 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 Securities 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity Shares would be entitled (including giving or withholding written consents of shareholders or other holders of Equity Interestsequity interests, calling special meetings of shareholders or other holders of Equity Interests equity interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Revenue Sharing and Securities Purchase Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Revenue Sharing and Securities Purchase Agreement; providedit being understood, no however, that neither the voting by such Grantor shall exercise of any Pledged Equity Interest for, or refrain from exercising such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders, members or partners or with respect to incidental matters at any such right if Secured Party meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Revenue Sharing and Securities Purchase Agreement, shall have notified be deemed inconsistent with the terms of this Agreement or the Revenue Sharing and Securities Purchase Agreement within the meaning of this Section 4.2.1(c)(i)(1), and no notice of any such voting or consent need be given to Collateral Agent; and
(2) 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 that, in Secured Party’s judgment, may from time to time reasonably request for the purpose of enabling such action would have a material adverse effect on Grantor to exercise the value of voting and other consensual rights when and to the Securities Collateral or any part thereof; and extent which it is entitled to exercise pursuant to clause (1) above;
(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, :
(x1) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(y2) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 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, : (IA) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party Collateral Agent may from time to time reasonably request, request and (IIB) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that Collateral Agent may utilize the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Voting and Distributions. So long as no (i) Unless and until an Event of Default shall have occurred and be continuing, :
(iA) each Each U.S. Grantor shall be entitled to exercise any and all voting and and/or other consensual rights pertaining and powers inuring to an owner of the Securities Collateral Investment Property, or any part thereof thereof, for any purpose not prohibited by consistent with the terms of this Guaranty and Security Agreement or and the Credit Agreementother Secured Transaction Documents; provided, no however, that such U.S. Grantor shall will not be entitled to exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have the result thereof could materially and adversely affect the rights inuring to a material adverse effect on the value holder of the Securities Investment Property or the rights and remedies of the Collateral Agent under this Guaranty and Security Agreement or any part thereof; other Secured Transaction Document or the ability of the Collateral Agent to exercise the same.
(B) The Collateral Agent shall execute and deliver to each U.S. Grantor, or cause to be executed and delivered to each U.S. Grantor, all such proxies, powers of attorney and other instruments as such U.S. 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 (iic)(i)(A) each and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(C).
(C) Each U.S. Grantor shall be entitled to receive receive, retain and retain use any and all cash dividends, interest and principal paid on the Investment Property 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 Securities Purchase Agreement, the other Secured Transaction 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, principal and interest paid distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Securities Investment Property, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Pledged Equity Interests in any issuer of any Investment Property or received in exchange for any Investment Property, 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. Upon , and, if received by such U.S. 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 endorsement).
(ii) Without limiting the generality of the foregoing, upon the occurrence and during the continuation continuance of an Event of Default, :
(xA) upon written notice from Secured Party to any GrantorUpon the direction of the Collateral Agent, all rights of such each U.S. Grantor to exercise the voting and other consensual rights which dividends, interest or principal that it would otherwise be entitled is authorized to exercise receive pursuant hereto to subsection (c)(i)(C) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal, as applicable. All dividends, interest and principal received by or on behalf of any U.S. Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such U.S. Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this subsection (c)(ii)(A) shall be retained by the Collateral Agent in an account to be established in the name of the Collateral Agent, for the ratable benefit of the Secured Party who Parties, upon receipt of such money or other property and shall thereupon be applied in accordance with the provisions of Section 6.2. Subject to the provisions of this subsection (c)(ii)(A), such account shall at all times be under the sole dominion and control of the Collateral Agent, and the Collateral Agent shall at all times have the sole right to make withdrawals therefrom and to exercise such voting all rights with respect to the funds and other consensual rights; (y) except property from time to time deposited therein or credited thereto as otherwise specified set forth in the Credit AgreementSecured Transaction Documents. After all Events of Default have been cured or waived, upon written notice from Secured Party the Collateral Agent shall, within five Business Days after all such Events of Default have been cured or waived, repay to any the applicable U.S. Grantor all cash dividends, interest and principal (without interest) that such U.S. Grantor would otherwise be permitted to retain pursuant to the terms of any exercise of remedies under Section 8.2 subsection (c)(i)(C) and which remain in such account.
(B) Upon the direction of the Credit AgreementCollateral Agent, all rights of such each U.S. Grantor to receive exercise the dividendsvoting and consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A), other distributionsand the obligations of the Collateral Agent under subsection (c)(i)(B), principal and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who the Collateral Agent, which shall thereupon have the sole and exclusive right and authority to receive exercise such voting and hold as consensual rights and powers, provided that, unless otherwise directed by the Required Investors, the Collateral such dividends, other distributions, principal Agent shall have the right from time to time following and interest payments; and (z) all dividends, principal, interest payments and other distributions which are received by such Grantor contrary to during the provisions continuance of clause (y) above shall be received in trust for the benefit an Event 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 Default to permit Secured Party such U.S. Grantor to exercise such rights. After all Events of Default have been cured or waived, the applicable U.S. Grantor will have the right to exercise the voting and other consensual rights which and powers that it may would otherwise be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, the terms of subsection (I) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetingsc)(i)(A), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Voting and Distributions. So long as no Event of Default shall have occurred and be continuing, continuing and prior to receipt of written notice from Collateral Agent:
(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 inconsistent with the terms of this Agreement or the Credit Agreement; provided, no however, that neither (i) the voting by a Grantor shall exercise of any Pledged Shares for, or refrain from exercising a Grantor’s consent to, the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such right if Secured Party meeting nor (ii) a Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall have notified such Grantor thatbe deemed inconsistent with the terms of this Agreement or the Credit Agreement (including, without limitation, impairing in Secured Party’s judgment, such action would have a any material adverse effect on manner the value Pledged Shares or the material rights of any of the Securities Collateral or any part thereof; and Secured Parties), within the meaning of this Section 9(c).
(ii) each Grantor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions, principal distributions and interest paid in respect of the Securities Collateral; provided, that, any and all (A) dividends, distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Securities Collateral, and (B) dividends and other distributions paid or payable in cash in respect of any Securities Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, shall forthwith be delivered to Collateral Agent to hold as, Securities Collateral and shall, if received by such Grantor, be received in trust for the benefit of Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to Collateral Agent as Securities Collateral in the same form as so received (with all necessary endorsements). Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Secured Party Collateral Agent to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rightsrights during the continuation of such Event of Default; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor to receive the dividends, other distributions, principal distributions and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to receive and hold as Securities Collateral such dividends, other distributions and interest payments during the continuation of such Event of Default, provided that nothing herein shall restrict or limit the right of a Grantor to directly or indirectly make or receive dividends, distributions, principal and or interest paymentspayments for the purpose of making such amounts available to Company to make Holdings Ordinary Course Payments permitted to be paid pursuant to Section 8.5 of the Credit Agreement; and (z) all dividends, principal, interest payments and other distributions which are received by such Grantor contrary to the provisions of clause (ii) of the immediately preceding paragraph or clause (y) above shall be received in trust for the benefit of Secured PartyCollateral Agent, shall be segregated from other funds of such Grantor and shall forthwith be paid over to Secured Party Collateral Agent as Securities Collateral in the same form as so received (with any necessary endorsements). In order to permit Secured Party 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, (I) upon the occurrence and during the existence of an Event of Default, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party Collateral Agent may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party Collateral Agent an irrevocable proxy to vote the Pledged Equity Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity Shares would be entitled (including giving or withholding written consents of shareholders or other holders of Equity Interestsequity interests, calling special meetings of shareholders or other holders of Equity Interests equity interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity Shares or any officer or agent thereof), upon the occurrence and during the existence of an Event of Default and which proxy shall only terminate upon (i) the payment in full of the Secured Obligations, Obligations and the cure termination of such the related agreements and the cancellation of any outstanding Letters of Credit or (ii) the waiver of the Event of Default or waiver thereof as evidenced by a writing executed by Secured PartyDefault.
Appears in 1 contract
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 inconsistent with the terms of this Agreement Agreement, the Revolver Credit Agreement, or the Credit Term Loan Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party Collateral Agent shall have notified such Grantor that, in Secured Party’s Collateral Agent's judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and provided further, such Grantor shall give Collateral Agent at least five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right if exercising, or refraining from exercising, such right would reasonably be expected to have a material adverse effect on the value of the Securities Collateral or any part thereof (it being understood, however, that neither (among other things)
(A) the voting by such Grantor of any Pledged Shares for or such Grantor's consent to the election of directors or other members of a governing body of an issuer of Pledged Shares at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor (B) such Grantor's consent to or approval of any action otherwise permitted under this Agreement, the Revolver Credit Agreement or the Term Loan Agreement shall be deemed inconsistent with the terms of this Agreement, the Revolver Credit Agreement or the Term Loan Agreement, respectively, within the meaning of this Section 9(c), and no notice of any such voting or consent need be given to Collateral Agent) and (ii) each Grantor shall be entitled to receive and retain retain, and to utilize any and all dividends, other distributions, principal distributions and interest paid in respect of the Securities Collateral to the extent permitted under the Credit Documents; provided, that except as otherwise provided in the Credit Documents, any and all (A) dividends, distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Securities Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Securities Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Securities Collateral, shall be, and shall forthwith be delivered to Collateral Agent to hold as, Securities Collateral and shall, if received by such Grantor, be received in trust for the benefit of Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to Collateral Agent as Securities Collateral in the same form as so received (with all necessary endorsements). Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor to receive the dividends, other distributions, principal distributions and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to receive and hold as Securities Collateral such dividends, other distributions, principal distributions 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 (ii) of the immediately preceding paragraph or clause (y) above shall be received in trust for the benefit of Secured PartyCollateral Agent, shall be segregated from other funds of such Grantor and shall forthwith be paid over to Secured Party Collateral Agent as Securities 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing, continuing and until such time as the applicable Grantor shall have received written notice from the Collateral Agent pursuant to clause (iii) below:
(A) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided;
(B) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified and other instruments as such Grantor that, in Secured Party’s judgment, may from time to time reasonably request for the purpose of enabling such action would have a material adverse effect on Grantor to exercise the value of voting and other consensual rights when and to the Securities Collateral or any part thereofextent which it is entitled to exercise pursuant to Section 4.2.1(b)(i)(A) above; and and
(iiC) each Grantor shall be entitled to receive and retain any and all dividends, dividends and other distributions, principal and interest distributions paid in respect of any Pledged Equity Interests to the Securities Collateral. extent permitted under the terms of this Agreement or the Credit Agreement.
(ii) Upon the occurrence and during the continuation of an any Event of Default, Default and upon three (x3) upon Business Days’ prior written notice from Secured Party the Collateral Agent to any Grantor, the applicable Grantor of the Collateral Agent’s intention to exercise such rights:
(A) all rights of such Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto to Section 4.2.1(b)(i)(A) above shall cease, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; ;
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor to receive the dividends, dividends and other distributions, principal and interest payments which distributions that it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party 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 (ySection 4.2.1(b)(i)(C) above shall be received cease; and
(C) 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 the Collateral Agent to exercise the voting and other consensual rights which that it may be is entitled to exercise pursuant hereto to this Agreement and to receive all dividends and other distributions which that it may be is entitled to receive hereunder, in each case, with respect to the Pledged Equity Interests of the applicable Grantor: (Ix) each such Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (IIy) without limiting such Grantor acknowledges that the effect Collateral Agent may use the power of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Pattern Energy Group Inc.)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(A) except as otherwise provided in Section 3.4(b)(i) of this Agreement or elsewhere herein or in the 1999 Credit Agreement and the 2000 Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement, the 1999 Credit Agreement and or the 2000 Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party the Collateral Agent shall have notified such Grantor that, in Secured Party’s the Collateral Agent's reasonable judgment, such action would have a material adverse effect on the value of the Securities Collateral Investment Related Property or any part thereof; and provided further, such Grantor shall give the Collateral Agent at least five 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 such Grantor of any Pledged Stock for, nor such Grantor's consent to, the election of directors (iior similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor's consent to or approval of any action otherwise permitted under this Agreement, the 1999 Credit Agreement and the 2000 Credit Agreement, shall be deemed inconsistent with the terms of this Agreement, the 1999 Credit Agreement or the 2000 Credit Agreement within the meaning of this Clause (A), and no notice of any such voting or consent need be given to the Collateral Agent; and
(B) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall be entitled all proxies, and other instruments as such Grantor may from time to receive and retain any and all dividends, other distributions, principal and interest paid in respect time reasonably request for the purpose of the Securities Collateral. Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Secured Party to any Grantor, all rights 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) During the continuation of a 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, :
(I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 5.
Appears in 1 contract
Samples: Security Agreement (Building Materials Investment Corp)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party the Collateral Agent shall have notified such Grantor that, in Secured Partythe Collateral Agent’s reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Securities Collateral Investment Related Property or any part thereof; and provided further, such Grantor shall give the Collateral Agent at least five (ii5) 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 such Grantor of any Pledged Stock for, or such 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 such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed prohibited by the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.4(c)(i)(1), and no notice of any such voting or consent need be given to the Collateral Agent; and
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above;
(3) Upon the occurrence and during the continuation of an Event of Default, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Voting and Distributions. So long as no (i) Unless and until an Event of Default shall have occurred and be continuing, :
(iA) each Each Grantor shall be entitled to exercise any and all voting and and/or other consensual rights pertaining and powers inuring to an owner of the Securities Collateral Investment Related Property, or any part thereof thereof, for any purpose not prohibited by consistent with the terms of this Security Agreement or and the Credit Agreementother Loan Documents; provided, no however, that such Grantor shall will not be entitled to exercise or refrain from exercising any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment Related Property or the rights and remedies of any of the Secured Party Parties under this Security Agreement or any other Loan Document or the ability of any of the Secured Parties to exercise the same.
(B) The Administrative Agent shall have notified 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 that, in Secured Party’s judgment, such action would have a material adverse effect on may reasonably request for the value purpose of enabling it to exercise the Securities Collateral or any part thereof; voting and/or consensual rights and powers it is entitled to exercise pursuant to subsection (iic)(i)(A) each 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 receive, retain and retain use any and all cash dividends, interest and principal paid on the Investment Related Property 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 Credit Agreement, the other Loan 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, principal and interest paid distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Securities Investment Related Property, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Pledged Equity Interests in any issuer of any Investment Related Property or received in exchange for any Investment Related Property, 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. Upon , 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 Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement).
(ii) Without limiting the generality of the foregoing, upon the occurrence and during the continuation continuance of an Event of Default, :
(xA) upon written notice from Secured Party to any Grantor, all All rights of such each Grantor to exercise the voting and other consensual rights which dividends, interest or principal that it would otherwise be entitled is authorized to exercise receive pursuant hereto to subsection (c)(i)(C) shall cease, and all such rights shall thereupon become vested in Secured Party who the Administrative Agent, which shall thereupon have the sole and exclusive right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor to receive the dividends, other distributions, principal and interest payments which it would otherwise be authorized authority to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Collateral such dividends, other distributionsinterest or principal, principal and interest payments; and (z) all as applicable. All dividends, principal, interest payments and other distributions which are principal received by such or on behalf of any Grantor contrary to the provisions of clause (y) above this Section shall be received held in trust for the benefit of Secured Partythe Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith be paid over delivered to Secured Party as Collateral the Administrative Agent upon demand in the same form as so received (with any necessary endorsementsendorsement). In order to permit Secured Party to exercise the voting Any and all money and other consensual rights which it may property paid over to or received by the Administrative Agent pursuant to the provisions of this subsection (c)(ii)(A) shall 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 promptly execute and deliver (or cause retained by the Administrative Agent in an account to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting established in the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder name of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity InterestsAdministrative Agent, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without for the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full ratable benefit of the Secured ObligationsParties, the cure upon receipt of such Event money or other property and shall be applied in accordance with the provisions of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.
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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 Purchase Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and (ii) each Grantor shall be entitled to receive and retain retain, and to utilize free and clear of the Lien hereof, any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. Upon the occurrence and during the continuation continuance of an Event of Default, subject to the provisions of Section 14(d) below: (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party) all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party) an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy proxy, subject to the provisions of Section 14(d) below, shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured ObligationsObligations (other than indemnification obligations that are intended to survive termination of the Note Documents), the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing, (i) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by in violation of the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would be reasonably expected to have a material adverse effect Material Adverse Effect on the value of the Securities Collateral Investment Related Property or any part thereof; and provided further, such 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; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such 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 such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.4(c)(i)(1), and no notice of any such voting or consent need be given to the Collateral Agent;
(ii) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above;
(iii) Upon the occurrence and during the continuation of an Event of Default, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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 ceasecease upon the Collateral Agent (personally or through an agent) exercising its rights to (i) transfer and register in the Collateral Agent’s name, or in the name of the Collateral Agent’s nominee, the whole or any part of the Investment Related Property, it being acknowledged by each Grantor (in its capacity as a Grantor and, if such Grantor is an Issuer, in its capacity as an Issuer) that such transfer and registration may be effected by the Collateral Agent by the delivery of a Registration Page to the applicable Issuer, reflecting the Collateral Agent or its designee as the holder of such Investment Related Property, or otherwise by the Collateral Agent through its irrevocable appointment as attorney-in-fact pursuant to the terms hereof, (ii) exchange certificates or instruments evidencing or representing Investment Related Property for certificates or instruments of smaller or larger denominations, (iii) exercise the voting and all other rights in respect of the Investment Related Property as a holder with respect thereto with or without actually becoming the holder thereof (including, without limitation, all economic rights, all control rights, authority and powers, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all status rights of such Grantor as a member, shareholder, or other owner of any Issuer) with full power of substitution to do so, (iv) collect and receive the dividends, all dividends and other distributions, principal and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party 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 made thereon, (v) notify the parties obligated on any of the Investment Related Property to make payment to the provisions Collateral Agent of clause any amounts due or to become due thereunder, (yvi) above shall be received endorse instruments in trust for the benefit of Secured Party, shall be segregated from other funds name of such Grantor to allow collection of any of the Investment Related Property, (vii) enforce collection of any of the Investment Related Property by suit or otherwise, and shall forthwith be paid over surrender, release, or exchange all or any part thereof, or compromise or renew for any period (whether or not longer than the original period) any liabilities of any nature of any Person with respect thereto, (viii) consummate any sales of Investment Related Property or exercise other rights as set forth herein, (ix) otherwise act with respect to Secured Party the Investment Related Property as though the Collateral Agent was the outright owner thereof, and/or (x) exercise any other rights or remedies the Collateral Agent may have under the UCC or other applicable law; and
(B) in the same form as so received (with any necessary endorsements). In order to permit Secured Party the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request (acting upon a Direction of the Requisite Lenders) and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable acknowledges that the Collateral Agent may utilize the power of attorney and proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
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 Pledged Collateral or any part thereof for any purpose not prohibited by the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such 92815879_6 right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Pledged Collateral or any part thereof; 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 Pledged Collateral. Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 8.02 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Samples: Credit Agreement (Quidel Corp /De/)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent has not given the applicable Grantor five (5) Business Days’ prior written notice to the contrary:
(1) except as otherwise provided under the covenants and agreements relating to investment property in this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided;
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified and other instruments as such Grantor that, in Secured Party’s judgment, may from time to time reasonably request for the purpose of enabling such action would have a material adverse effect on Grantor to exercise the value of voting and other consensual rights when and to the Securities Collateral or any part thereof; and (ii) each Grantor shall be extent which it is entitled to receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. Upon exercise pursuant to clause (1) above; and
(3) upon the occurrence and during the continuation of an Event of Default, Default and upon two (x2) upon Business Days’ prior written notice from Secured Party the Collateral Agent to any Grantor, such Grantor of the Collateral Agent’s intention to exercise such rights:
(A) all rights of such each Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Samples: Pledge and Security Agreement (Covanta Holding Corp)
Voting and Distributions. So long as no Event of Default shall have occurred and be continuing, (i) each Grantor Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Pledged Collateral or any part thereof for any purpose not prohibited by the terms of this Agreement or the Credit Agreement; provided, no Grantor Pledgor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor Pledgor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Pledged Collateral or any part thereof; and (ii) each Grantor Pledgor shall be entitled to receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Pledged Collateral. Upon the occurrence and during the continuation continuance of an Event of Default, (x) upon written notice from Secured Party to any GrantorPledgor, all rights of such Grantor Pledgor to exercise the voting and other consensual rights which that it would otherwise be entitled to exercise pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified provided in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor Pledgor to receive the dividends, other distributions, principal and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions, principal and interest payments; and (z) all dividends, principal, interest payments and other distributions which that are received by such Grantor Pledgor 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 Pledgor and shall forthwith be paid over to Secured Party as Pledged 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 Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Subsidiary Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Subsidiary Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Subsidiary Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Subsidiary Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
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 and Mortgage Loans or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party Collateral Agent shall have notified such Grantor that, in Secured PartyCollateral Agent’s reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Securities Collateral or Mortgage Loans (it being understood, however, that neither (A) the voting by such Grantor of any part thereofPledged Interests for or such Grantor’s consent to the election of directors or other members of a governing body of an issuer of Pledged Interests at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor (B) such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section, and no notice of any such voting or consent need be given to Collateral Agent); and (ii) each Grantor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions, principal distributions and interest paid in respect of the Securities Collateral. Upon Collateral and Mortgage Loans; provided, upon the occurrence and during the continuation of an Event of Default, any and all (xA) upon written notice from Secured Party to any Grantordividends, all rights of such Grantor to exercise the voting distributions and interest paid or payable other than in cash in respect of, and instruments and other consensual rights which it would property received, receivable or otherwise be entitled to exercise pursuant hereto shall ceasedistributed in respect of, and all such rights shall thereupon become vested or in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; exchange for, any Securities Collateral, (yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 dividends and other distributions which are paid or payable in cash in respect of any Securities Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Securities Collateral, shall be, and shall forthwith be delivered to Collateral Agent to hold as, Securities Collateral and shall, if received by such Grantor contrary to the provisions of clause (y) above shall Grantor, be received in trust for the benefit of Secured PartyCollateral Agent, shall be segregated from the other property or funds of such Grantor and shall be forthwith be paid over delivered to Secured Party Collateral Agent as Securities Collateral in the same form as so received (with any all 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, ; and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Samples: Pledge and Security Agreement (La Quinta Properties Inc)
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 Pledged Equity or any part thereof for any purpose not prohibited by the terms of this Agreement or the Credit Exchange Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and (ii) each Grantor shall be entitled to receive and retain retain, and to utilize free and clear of the Lien hereof, any and all dividends, other distributions, principal and interest paid in respect of the Securities CollateralPledged Equity. Upon the occurrence and during the continuation of an Event of Default, subject to the provisions of Section 11(d) below: (x) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party or, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, to the Second Lien Collateral Agent as agent for the Secured Party) all such proxies, dividend payment orders and other instruments as Secured Party may from time to time SF1:728435 9 reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party or, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, to the Second Lien Collateral Agent as agent for the Secured Party) an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy proxy, subject to the provisions of Section 11(d) below, shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured ObligationsObligations (other than indemnification obligations that are intended to survive termination of the Note Documents), the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Samples: Third Lien Subordinated Exchange Note Exchange Agreement (NextWave Wireless Inc.)
Voting and Distributions. So long as no Event of Default shall have occurred oc-curred and be continuing, :
(i) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by in violation of the terms of this Agreement or the DIP Credit Agreement; providedit being understood, no Grantor shall exercise however, that neither the voting by the Grantors of any Pledged Stock for, or refrain from exercising such 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 right if Secured Party meeting, nor the Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the DIP Credit Agreement, shall have notified such Grantor that, be in Secured Party’s judgment, such action would have a material adverse effect on the value deemed in violation of the Securities Collateral terms of this Agreement or any part thereofthe DIP Credit Agreement within the meaning of this Section 4.04(c)(i); and 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 upon the occurrence and during the continuation of an Event of Default, (x) Default upon written notice from Secured Party the Grantee to any Grantor, Grantor and the issuer of the Investment Related Property:
(A) all rights of such the 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, immediately cease and all such rights shall thereupon become automatically vested in Secured Party the Grantee who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the Grantee 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, hereunder (I1) each the Grantor shall promptly execute and deliver (or promptly cause to be executed and delivered) to Secured Party the Grantee or, all such proxies, dividend payment orders and other instruments as Secured Party the Grantee may from time to time reasonably request, re-quest and (II2) without limiting the effect Grantor’ acknowledges that the Grantee may utilize the power of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.01.
Appears in 1 contract
Voting and Distributions. So long as no (a) Unless and until an Event of Default shall have occurred and be continuing, continuing and the Administrative Agent shall have delivered to the Borrower a written notice of its intention to exercise the voting and/or other consensual rights and powers referred to in this Section 5 (a “Collateral Notice”):
(i) each Grantor The Borrower shall be entitled to exercise any and all voting and and/or other consensual rights pertaining and powers inuring to an owner of the Securities Collateral owned or held by it or on its behalf, or any part thereof thereof, for any purpose not prohibited by consistent with the terms of this Security Agreement or and the other Credit AgreementDocuments; provided, no Grantor shall however, that the Borrower will not exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action the result thereof would have materially and adversely affect the rights inuring to a material adverse effect on the value holder of the Securities Collateral or the rights and remedies of the Administrative Agent under this Security Agreement or any part thereof; and other Credit Document or the ability of the Administrative Agent to exercise the same.
(ii) each Grantor The Administrative Agent shall execute and deliver to the Borrower, or cause to be executed and delivered to the Borrower, all such proxies, powers of attorney and other instruments as the Borrower 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 Section 5(a)(i) and to receive the cash payments it is entitled to receive pursuant to Section 5(a)(iii).
(iii) Subject to the Security Interest created hereby and the terms and conditions of the Credit Documents, the Borrower shall be entitled to receive receive, retain and retain use any and all dividends, other distributions, interest and principal paid on, and interest paid in respect Proceeds of, the Collateral owned or held by it or on its behalf.
(b) Upon receipt by the Borrower of a Collateral Notice:
(i) To the Securities Collateral. Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Secured Party to any Grantorextent not prohibited by applicable law, all rights of such Grantor the Borrower to exercise receive and retain dividends, distributions, interest and principal paid on, and Proceeds of, the voting and other consensual rights which Collateral that it would otherwise be entitled is authorized to exercise receive pursuant hereto to Section 5(a)(iii) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, distributions, interest, principal and Proceeds, as applicable. All dividends, distributions, interest, principal and Proceeds received by or on behalf of the Borrower contrary to the provisions of this Section shall be held in trust for the benefit of the Secured Party who Parties, shall thereupon be segregated from other property or funds of the Borrower and shall be forthwith delivered to the Administrative Agent or the Custodian upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this subsection (i) shall be retained by the Administrative Agent in an account to be established in the name of the Administrative Agent (for the ratable interest of the Secured Parties) upon receipt of such money or other property. Subject to the provisions of this subsection (i), such account shall at all times be under the sole dominion and control of the Administrative Agent, and the Administrative Agent shall at all times have the sole right to make withdrawals therefrom and to exercise such voting all rights with respect to the funds and other consensual rights; (y) except as otherwise specified in property from time to time therein or credited thereto, provided that such funds or other property shall not be withdrawn or applied for any purpose other than toward the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 payment of the Credit AgreementObligations or any costs of collection.
(ii) To the extent not prohibited under the Applicable Law, all rights of such Grantor the Borrower to receive exercise the dividendsvoting and consensual rights and powers it is entitled to exercise pursuant to Section 5(a)(i), other distributionsand the obligations of the Administrative Agent under Section 5(a)(ii), principal and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who the Administrative Agent, which shall thereupon have the sole and exclusive 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 authority to exercise the such 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 hereunderpowers, (I) each Grantor provided that the Administrative Agent shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may have the right from time to time reasonably request, and (II) without limiting to permit the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and Borrower to exercise all other such rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Samples: Credit Agreement (Aberdeen Asia-Pacific Income Fund Inc)
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 relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party the Collateral Agent shall have notified such Grantor that, in Secured Partythe Collateral Agent’s reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Securities Collateral Investment Related Property or any part thereof; and provided further, such 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; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such 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 such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.4.5(c)(i)(A), and no notice of any such voting or consent need be given to the Collateral Agent; and
(B) the 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; 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 upon the occurrence and during the continuation of an Event of Default, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.
Appears in 1 contract
Samples: Pledge and Security Agreement (Progress Rail Services, Inc.)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(A) except as otherwise set forth herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, that no Grantor shall exercise or refrain from exercising any such right if Secured Party Collateral Agent shall have notified such Grantor that, in Secured PartyCollateral Agent’s reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Securities Collateral Investment Related Property or any part thereof; and provided further, that such Grantor shall give 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; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such 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 such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.4.1(c)(i)(A), and no notice of any such voting or consent need be given to Collateral Agent; 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) 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, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party Collateral Agent all such proxies, dividend payment orders and other WEIL:\96958198\8\71605.0155 instruments as Secured Party Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that Collateral Agent may utilize the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(A) except as otherwise provided in Section 3.4(b)(i) of this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such exercise would constitute a breach of a representation or obligation under the Credit Agreement or would adversely affect the validity or enforceability of this Agreement or the Collateral Agent's rights hereunder or the transferability of such Investment Related Property or would adversely affect the validity, perfection or priority of the Collateral Agent's security interest; it being understood, however, that neither the voting by such Grantor thatof any Pledged Stock for, in Secured Party’s judgmentor such 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 such Grantor's consent to or approval of any action would have a material adverse effect on otherwise permitted under this Agreement and the value Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Securities Credit Agreement within the meaning of this Section 3.4(d)(i)(A), and no notice of any such voting or consent need be given to the Collateral Agent; and
(B) the Collateral Agent shall promptly execute and deliver (or any part thereof; 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) 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, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, :
(I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 5.
Appears in 1 contract
Samples: Security and Pledge Agreement (Delta I Acquisition Inc)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(A) except as otherwise provided in this Section 4.7 or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Pledged Collateral or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement, the Credit Agreement or the other Loan Documents; unless the result thereof could reasonably be expected to materially and adversely affect the rights and remedies of any of the Secured Parties under this Agreement, the Credit Agreement; provided, no Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same;
(B) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified all proxies and other instruments as such Grantor that, in Secured Party’s judgment, may from time to time reasonably request for the purpose of enabling such action would have a material adverse effect on Grantor to exercise the value of voting and other consensual rights when and to the Securities Collateral or any part thereofextent that it is entitled to exercise the same pursuant to clause (f)(i)(A) above and to receive the cash Dividends that it is entitled to receive pursuant to clause (f)(i)(C) below; and and
(iiC) each Grantor shall be entitled to receive and retain any and all dividendscash Dividends, other interest, principal, distributions, principal Securities or other property paid on the Pledged Collateral to the extent and interest only to the extent that such cash Dividends, interest, principal, distributions, Securities or other property are permitted by, and otherwise paid in accordance with the terms and conditions of the Credit Agreement, the other Loan Documents and applicable loans. All noncash Dividends, interest, principal, distributions, Securities or other property, and all Dividends, interest, principal, distributions, Securities or other property 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 Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Stock of the issuer of any Pledged Collateral or received in exchange for Pledged Collateral 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 without any further action. Such Grantor shall take all steps, if any, necessary or reasonably requested by the Collateral Agent pursuant to the terms of this Agreement to ensure that the Collateral Agent obtains a valid and perfected security interest in and, if applicable, "control" (as defined in Article 8 or Article 9 of the UCC, as applicable) over such noncash Dividends, interest, principal, distributions, Securities Collateral. or other property (including delivery thereof to the Collateral Agent (or its agent or designee)) and pending any such action such Grantor shall be deemed to hold such noncash Dividends, interest, principal, distributions, Securities or other property in trust for the benefit of the Collateral Agent and, to the extent necessary to create and/or maintain the validity, perfection or priority of the Security Interest in such property shall be segregated from all other property of such Grantor.
(ii) Upon the occurrence and during the continuation continuance of an Event of Default, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such Grantor the Grantors to exercise or refrain from exercising the voting and other consensual rights which it that they would otherwise be entitled to exercise pursuant hereto shall cease, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in provided that, subject to the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 terms of the Credit Agreement, 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 Collateral Agent shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right from time to receive time following the occurrence and hold as Collateral during the continuance of an Event of Default to permit the Grantors to exercise such dividends, other distributions, principal and interest payments; and rights;
(zB) 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 the Collateral Agent to exercise the voting and other consensual rights which that it may be entitled to exercise pursuant hereto and to receive all dividends Dividends, interest and other distributions which that it may be entitled to receive hereunder, : (I1) each Grantor the Grantors shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent (or its agent or designee) all such proxies, dividend Dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably requestrequest and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1; and
(C) all rights of the Grantors to Dividends, interest or principal that any Grantor is authorized to receive pursuant to clause (f)(i)(C) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such Dividends, interest or principal. After all Event of Defaults have been cured or waived or the underlying notice (IIif applicable) without limiting has been rescinded, each Grantor will have the effect right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of clause (If)(i) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Voting and Distributions. So long as no (i) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given written notice thereof:
(A) except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising 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; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral Investment Related Property or any part thereof; ;
(B) the Collateral Agent shall promptly execute and deliver (iior cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (A) above; and
(C) Upon the occurrence and during the continuation continuance of an Event of Default, (x) upon Default and written notice from Secured Party to any Grantor, thereof by the Collateral Agent:
(1) all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as provided that, unless otherwise specified in directed by the Credit AgreementRequired Lenders, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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 Collateral Agent shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right from time to receive time following the occurrence and hold as Collateral during the continuance of an Event of Default to permit the Grantors to exercise such dividends, other distributions, principal and interest paymentsrights; and and
(z2) 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 the 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, : (Ix) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (IIy) without limiting each Grantor acknowledges that the effect Collateral Agent may utilize the power of clause (I) aboveattorney set forth in Section 6.1. After all Events of Default have been cured or waived and the Company has delivered to the Collateral Agent a certificate to that effect, each Grantor hereby grants to Secured Party an irrevocable proxy to vote will have the Pledged Equity and right to exercise all other rights, powers, privileges the voting and remedies to which a holder of the Pledged Equity consensual rights that such Grantor would otherwise be entitled (including giving or withholding written consents to exercise pursuant to the terms of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetingsSection 4.4.1(c)(i)(A), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Samples: Pledge and Security Agreement (AID Restaurant, Inc.)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the First Lien Credit Documents, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the First Lien Credit Agreement; providedDocuments;
(2) the Collateral Agent, no at Grantor’s expense, shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified all proxies, and other instruments as such Grantor that, may from time to time reasonably request for the purpose of enabling such Grantor with respect to Collateral registered in Secured Party’s judgment, such action would have a material adverse effect on the value name of the Securities Collateral or any part thereof; Agent to exercise the voting and (ii) each Grantor shall be other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above and receive and retain any dividends and all dividends, other distributions, principal and interest paid in respect of payments to the Securities Collateral. extent which it is entitled pursuant to Section 4.41(a)(ii) above; and
(3) Upon the occurrence and during the continuation of an Event of Default, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Samples: First Lien Pledge and Security Agreement (CVR Energy Inc)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(A) except as otherwise provided in Section 3.4(b)(i) of this Agreement or elsewhere herein or in the 2003 Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or Agreement, the 2003 Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party the Collateral Agent shall have notified such Grantor that, in Secured Party’s the Collateral Agent's reasonable judgment, such action would have a material adverse effect on the value of the Securities Collateral Investment Related Property or any part thereof; and provided further, such Grantor shall give the Collateral Agent at least five 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 such Grantor of any Pledged Stock for, nor such Grantor's consent to, the election of directors (iior similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor's consent to or approval of any action otherwise permitted under this Agreement, the 2003 Credit Agreement, shall be deemed inconsistent with the terms of this Agreement, the 2003 Credit Agreement within the meaning of this Clause (A), and no notice of any such voting or consent need be given to the Collateral Agent; and
(B) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall be entitled all proxies, and other instruments as such Grantor may from time to receive and retain any and all dividends, other distributions, principal and interest paid in respect time reasonably request for the purpose of the Securities Collateral. Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Secured Party to any Grantor, all rights 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) During the continuation of a 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, :
(I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 5.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party the Collateral Agent shall have notified such Grantor that, in Secured Partythe Collateral Agent’s reasonable judgment, such action would have a material adverse materially adversely effect on the value of the Securities Collateral Investment Related Property or any part thereof; and provided further, such Grantor shall give the Collateral Agent at least five (ii5) 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 such Grantor of any Pledged Stock for, or such 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 such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.4(c)(i)(l), and no notice of any such voting or consent need be given to the Collateral Agent; and
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above;
(3) Upon the occurrence and during the continuation of an Event of Default, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
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 inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s 's reasonable, good faith judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and provided further, such Grantor shall give Secured Party at least five 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 (A) the voting by such Grantor of any Pledged Shares for or such Grantor's consent to the election of directors or other members of a governing body of an issuer of Pledged Shares at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor (B) such Grantor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section, and no notice of any such voting or consent need be given to Secured Party); (ii) each Grantor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions, principal distributions and interest paid in respect of the Securities Collateral. Upon the occurrence ; provided, any and during the continuation of an Event of Defaultall (A) dividends, distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Securities Collateral, (xB) upon written notice from dividends and other distributions paid or payable in cash in respect of any Securities Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Securities Collateral, shall be, and shall forthwith be delivered to Secured Party to any Grantorhold as, all rights of such Grantor to exercise the voting Securities Collateral and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall ceaseshall, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 if received by such Grantor contrary to the provisions of clause (y) above shall Grantor, be received in trust for the benefit of Secured Party, shall be segregated from the other property or funds of such Grantor and shall be forthwith be paid over delivered to Secured Party as Securities Collateral in the same form as so received (with any all 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, ; and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Samples: Credit Agreement (Urs Corp /New/)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and no notice shall be given pursuant to clause (ii) below:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement, (i) the Revolving Credit Agreement or the Intercreditor Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement, the Revolving Credit Agreement or the Credit Intercreditor Agreement; providedit being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such 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 such Grantor’s consent to or approval of any action otherwise permitted under this Agreement, the Revolving Credit Agreement or the Intercreditor Agreement, shall be deemed inconsistent with the terms of this Agreement, the Revolving Credit Agreement or the Intercreditor Agreement 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 Revolving Collateral Agent; and
(2) the Revolving Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall 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 (1) above;
(ii) Upon three Business Days prior notice from the Revolving Collateral Agent to the Grantors that their rights under this Section 4.4.1(c) are being suspended:
(A) all rights of each Grantor to exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; 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, (x) upon written notice from Secured Party to any Grantor, all rights of such Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall, upon notice to such Grantor by the Revolving Collateral Agent (provided that no such notice shall ceasebe required in the case of an Event of Default under Section 8.1(f) or (g) of the Revolving Credit Agreement), cease and all such rights shall thereupon become vested in Secured Party the Revolving Collateral Agent who shall shall, subject to the terms of the Intercreditor Agreement, thereupon have the sole right right, subject to the terms of the Intercreditor Agreement, to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the Revolving Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to the Intercreditor Agreement, and to receive all dividends and other distributions which it may be entitled to receive hereunder, : (I1) each Grantor shall, upon notice to such Grantor by the Revolving Collateral Agent (provided that no such notice shall be required in the case of an Event of Default under Section 8.1(f) or (g) of the Revolving Credit Agreement), promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Revolving Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Revolving Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants acknowledges that the Revolving Collateral Agent may, subject to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder terms of the Pledged Equity would be entitled (including giving or withholding written consents Intercreditor Agreement, utilize the power of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (REV Group, Inc.)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would could reasonably be expected to have a material adverse effect Material Adverse Effect on the value of the Securities Collateral Investment Related Property or any part thereof; ;
(2) the Collateral Agent shall promptly execute and deliver (iior cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above; and
(3) Upon the occurrence and during the continuation of an Event of Default, (x) upon written Default and notice from Secured Party the Collateral Agent to any Grantor, such effect:
(A) all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, :
(I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(A) except as otherwise provided in this Section 4.7 or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Pledged Collateral or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement, the Credit Agreement or the other Loan Documents; unless the result thereof could reasonably be expected to materially and adversely affect the rights and remedies of any of the Secured Parties under this Agreement, the Credit Agreement; provided, no Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same;
(B) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified all proxies and other instruments as such Grantor that, in Secured Party’s judgment, may from time to time reasonably request for the purpose of enabling such action would have a material adverse effect on Grantor to exercise the value of voting and other consensual rights when and to the Securities Collateral or any part thereofextent that it is entitled to exercise the same pursuant to clause (f)(i)(A) above and to receive the cash Dividends that it is entitled to receive pursuant to clause (f)(i)(C) below; and and
(iiC) each Grantor shall be entitled to receive and retain any and all dividendscash Dividends, other interest, principal, distributions, principal Securities or other property paid on the Pledged Collateral to the extent and interest only to the extent that such cash Dividends, interest, principal, distributions, Securities or other property are permitted by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws. All noncash Dividends, interest, principal, distributions, Securities or other property, and all Dividends, interest, principal, distributions, Securities or other property 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 Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Stock of the issuer of any Pledged Collateral or received in exchange for Pledged Collateral 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 without any further action. Such Grantor shall take all steps, if any, necessary or reasonably requested by the Collateral Agent pursuant to the terms of this Agreement to ensure that the Collateral Agent obtains a valid and perfected security interest in and, if applicable, “control” (as defined in Article 8 or Article 9 of the UCC, as applicable) over such noncash Dividends, interest, principal, distributions, Securities Collateral. or other property (including delivery thereof to the Collateral Agent (or its agent or designee)) and pending any such action such Grantor shall be deemed to hold such noncash Dividends, interest, principal, distributions, Securities or other property in trust for the benefit of the Collateral Agent and, to the extent necessary to create and/or maintain the validity, perfection or priority of the Security Interest in such property shall be segregated from all other property of such Grantor.
(ii) Upon the occurrence and during the continuation continuance of an Event of Default, :
(xA) upon written notice from Secured Party by the Collateral Agent to any Grantorthe Grantors, all rights of such Grantor the Grantors to exercise or refrain from exercising the voting and other consensual rights which it that they would otherwise be entitled to exercise pursuant hereto shall cease, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in provided that, subject to the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 terms of the Credit Agreement, 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 Collateral Agent shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right from time to receive time following the occurrence and hold as Collateral during the continuance of an Event of Default to permit the Grantors to exercise such dividends, other distributions, principal and interest payments; and rights;
(zB) 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 the Collateral Agent to exercise the voting and other consensual rights which that it may be entitled to exercise pursuant hereto and to receive all dividends Dividends, interest and other distributions which that it may be entitled to receive hereunder, : (I1) each Grantor the Grantors shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent (or its agent or designee) all such proxies, dividend Dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably requestrequest and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1; and
(C) upon written notice by the Collateral Agent to the Grantors, all rights of the Grantors to Dividends, interest or principal that any Grantor is authorized to receive pursuant to clause (f)(i)(C) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such Dividends, interest or principal. After all Event of Defaults have been cured or waived or the underlying notice (IIif applicable) without limiting has been rescinded, each Grantor will have the effect right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of clause (If)(i) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing, (i1) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral Investment Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreementany Loan Document; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party Collateral Agent shall have notified such Grantor that, in Secured Party’s Collateral Agent's reasonable judgment, such action would have violate the terms of a material adverse effect on Financing Agreement. It is understood, however, that neither (A) the value voting by Grantor of any Pledged Shares for or Grantor's consent to the Securities Collateral election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Grantor's consent to or approval of any action otherwise permitted under this Agreement and either Financing Agreement shall be deemed inconsistent with the terms of this Agreement or any part thereofLoan Document within the meaning of this Section, and no notice of any such voting or consent need be given to Collateral Agent; and (ii2) each Grantor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions, principal dividends and interest paid in respect of the Securities Collateral. Upon the occurrence Investment Property; provided, any and during the continuation of an Event of Defaultall (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Investment Property, (xB) upon written notice from Secured Party to any Grantor, 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, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 dividends and other distributions which are paid or payable in cash in respect of any Investment Property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Investment Property, shall be, and shall forthwith be delivered to Collateral Agent to hold as, Investment Property and shall, if received by such Grantor contrary to the provisions of clause (y) above shall Grantor, be received in trust for the benefit of Secured PartyCollateral Agent, shall be segregated from the other property or funds of such Grantor and shall be forthwith be paid over delivered to Secured Party Collateral Agent as Collateral Investment Property in the same form as so received (with any all 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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, ; and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Samples: Pledge and Security Agreement (Northpoint Communications Group Inc)
Voting and Distributions. So long as no (i) Unless and until an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have notified the applicable Grantor in writing of the election to exercise the rights under clause (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 Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party the Collateral Agent shall have notified such Grantor that, in Secured Partythe Collateral Agent’s reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Securities Collateral Investment Related Property or any part thereof; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such 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 such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.4.1(c)(i)(1); and
(ii2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above;
(3) Upon the occurrence and during the continuation of an Event of Default, (x) upon Default and after written notice from Secured Party the Collateral Agent to any Grantor, the applicable Grantor that the Collateral Agent is exercising its rights under this clause:
(1) all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(y2) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Samples: Pledge and Security Agreement (Mortons Restaurant Group Inc)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, that no Grantor shall exercise or refrain from exercising any such right if Secured Party the Administrative Agent shall have notified such Grantor that, in Secured Partythe Administrative Agent’s reasonable judgment, such action would have a material adverse effect on Material Adverse Effect; it being understood, however, that neither the value voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the Securities Collateral 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 part thereofsuch meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.04(c)(i)(1), and no notice of any such voting or consent need be given to the Administrative Agent; and
(2) the Administrative Agent shall promptly execute and deliver (iior cause to be executed and delivered) to each Grantor shall be or Holdings all proxies, and other instruments as such Grantor or Holdings, as applicable, may from time to time reasonably request for the purpose of enabling such Grantor or Holdings to exercise the voting and other consensual rights when and to the extent which it is entitled to receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above;
(3) Upon the occurrence and during the continuation of an Event of Default, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such each Grantor and Holdings to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease, cease and all such rights shall thereupon become vested in Secured Party the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the Administrative 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, : (I1) each Grantor and Holdings shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Administrative Agent all such proxies, dividend payment orders and other instruments as Secured Party the Administrative Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote and Holdings acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Administrative Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.01.
Appears in 1 contract
Samples: Credit Agreement (Edgen Group Inc.)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing, or if an Event of Default shall have occurred and be continuing so long as the Collateral Agent has not given prior notice to such Grantor to the contrary:
(i1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material and adverse effect on the value of the Securities Investment Related Property or would materially adversely affect the rights of any Secured Party under the Credit Documents; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such 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 such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.4(c)(i)(1), and no notice of any such voting or consent need be given to the Collateral Agent; and
(2) the Collateral Agent shall promptly execute and deliver (or any part thereof; cause to be executed and (iidelivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above;
(3) Upon the occurrence and during the continuation of an Event of Default, (x) Default and upon written notice from Secured Party the Collateral Agent to any Grantor, such Grantor of the Collateral Agent’s intention to exercise such rights,
(A) at Collateral Agent’s option (or as directed by the Requisite Lenders) all rights of such each Grantor to exercise or refrain from exercising the voting and other consensual rights which it such Grantor would otherwise be entitled to exercise pursuant hereto shall cease, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights (but under no circumstances is Collateral Agent obligated by the terms of this Agreement to exercise such rights); and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (Ix) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (IIy) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Samples: Pledge and Security Agreement (AvidXchange Holdings, Inc.)
Voting and Distributions. So long as no Event of Default shall have occurred and be continuing:
(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, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit AgreementIndenture; provided, (i) with respect to Investment Related Property in the United States, no Grantor shall exercise or refrain from exercising any such right if Secured Party the Joint Collateral Agent shall have notified such Grantor that, in Secured Party’s the Joint Collateral Agent's reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Securities Collateral material Investment Related Property or any material part thereof; thereof and (ii) with respect to Investment Related Property that is not located in the United States, after written notification from the Joint Collateral Agent, no Grantor shall exercise or refrain from exercising any such right if, such action could reasonably have a Material Adverse Effect on the value of the material Investment Related Property or any material part thereof and; and provided further, such Grantor shall give the Joint 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; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such 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 such 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(c)(4), and no notice of any such voting or consent need be given to the Joint Collateral Agent; and
(2) the Joint Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above; Upon the occurrence and during the continuation of an Event of Default, :
(x1) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Joint Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(y2) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the Joint 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Joint Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Joint Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Joint Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not prohibited by inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party the Collateral Agent shall have notified such Grantor that, in Secured Partythe Collateral Agent’s reasonable judgment, such action would have a material adverse effect on the value of the Securities Collateral Investment Related Property or any part thereof; and provided further, such Grantor shall give the Collateral Agent at least five (ii5) 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 such Grantor of any Pledged Stock for, or such 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 such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.4(c)(i)(1), and no notice of any such voting or consent need be given to the Collateral Agent; and
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor shall be 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 receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. exercise pursuant to clause (1) above;
(3) Upon the occurrence and during the continuation of an Event of Default, :
(xA) upon written notice from Secured Party to any Grantor, all rights of such 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, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(yB) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, 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, and all such rights shall thereupon become vested in Secured Party 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 the 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, : (I1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request, request and (II2) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote acknowledges that the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder Collateral Agent may utilize the power of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment attorney set forth in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured PartySection 6.1.
Appears in 1 contract
Samples: Pledge and Security Agreement (American Medical Systems Holdings Inc)
