Voting and Distributions. (i) Unless and until an Event of Default shall have occurred and be continuing: (A) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related Property included in the Collateral owned or held by it or on its behalf, or any part thereof, for any purpose consistent with the terms of this Security Agreement and the other Loan Documents; provided, however, that such Grantor will not be entitled to exercise 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 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 execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(C). (C) Each Grantor shall be entitled to receive, retain and use any and all cash dividends, interest and principal paid on the 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 (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 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, 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 continuance of an Event of Default: (A) All rights of each Grantor to dividends, interest or principal that it is authorized to receive pursuant 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
Appears in 3 contracts
Samples: Credit Agreement (Virtus Investment Partners, Inc.), Security Agreement (Virtus Investment Partners, Inc.), Security Agreement (Virtus Investment Partners, Inc.)
Voting and Distributions. (i) Unless and until an So long as no Event of Default shall have occurred and be continuing:
(A) Each except as otherwise provided in this Section 4.7 or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and/or and other consensual rights and powers inuring pertaining to an owner of the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf, or any part thereof, thereof for any purpose consistent not inconsistent with the terms of this Security Agreement, the Credit Agreement and or the other Loan Documents; provided, however, that such Grantor will not be entitled to exercise any such right if unless the result thereof could reasonably be expected to 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 Parties under this Security Agreement, the Credit Agreement or any other Loan Document or the ability of any of the Secured Parties to exercise the same.;
(B) The Administrative the Collateral Agent shall promptly execute and deliver to each Grantor, (or cause to be executed and delivered delivered), at the expense of such Grantor, to each Grantor, Grantor all such proxies, powers of attorney proxies and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling it such Grantor to exercise the voting and/or and other consensual rights when and powers to the extent that it is entitled to exercise the same pursuant to subsection clause (c)(i)(Af)(i)(A) above and to receive the cash payments Dividends that it is entitled to receive pursuant to subsection clause (c)(i)(C).f)(i)(C) below; and
(C) Each each Grantor shall be entitled to receive, receive and retain and use any and all cash dividendsDividends, interest and principal interest, principal, distributions, Securities or other property paid on the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf to the extent and only to the extent that such cash dividendsDividends, interest and principal interest, principal, distributions, Securities or other property are not prohibited permitted by, and not otherwise paid in a manner that violates accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws. All non-cash dividendsnoncash Dividends, interest and interest, principal, distributions, Securities or other property, and all dividendsDividends, interest and principal 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 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 behalfPledged Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in of the issuer of any issuer Pledged Collateral or received in exchange for any Investment-Related Property, 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, and, if received by such Grantor, shall not be commingled with Collateral without 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)further action.
(ii) Without limiting the generality of the foregoing, upon Upon the occurrence and during the continuance of an Event of Default:
(A) All (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 dividendsexercise 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, in each case in any manner the Collateral Agent deems advisable in its sole discretion for or against any or all matters submitted, or which may be submitted, to a vote of shareholders, partners or members, as the case may be, and to exercise all other rights, powers, privileges and remedies to which any such shareholders, partners or members would be entitled. The power-of-attorney and irrevocable proxy granted hereby are effective automatically upon the occurrence of an Event of Default without the necessity that any action (including, without limitation, that any transfer of any of the Pledged Collateral be recorded on the books and records of the issuer of 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 Person (including the issuer of the relevant Pledged 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 Collateral Agent to the Grantors, all rights of the Grantors to Dividends, interest or principal that it any Grantor is authorized to receive pursuant to subsection clause (c)(i)(Cf)(i)(C) above shall cease, and all such rights shall thereupon become vested in the Administrative Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividendsDividends, interest or principal, as applicable. All dividends, interest principal and principal received by or on behalf of any Grantor contrary to apply them to the provisions Obligations in accordance with this Agreement and the other Loan Documents. After all Event of this Section shall 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 consensual rights and powers that it would otherwise 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 entitled to exercise pursuant to the Administrative Agent upon demand in theterms of clause (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. (i) Unless and until an Event of Default shall have occurred and be continuing:
(A) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related Property included in the Collateral owned or held by it or on its behalf, or any part thereof, for any purpose consistent with the terms of this Security Agreement and the other Loan Documents; provided, however, that such Grantor will not be entitled to exercise 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 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 execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(C).
(C) Each Grantor shall be entitled to receive, retain and use any and all cash dividends, interest and principal paid on the 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 (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 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, 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 continuance of an Event of Default:
(A) All all rights of each Grantor to dividends, interest or principal that it is authorized to receive pursuant 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 thethe 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 Parties, upon receipt of such money or other property and shall 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 all rights with respect to the funds and other property from time to time therein or credited thereto as set forth in the Loan Documents. After all Events of Default have been cured or waived, the Administrative Agent shall, within five Business Days after all such Events of Default have been cured or waived, 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 such 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 Administrative Agent under subsection (c)(i)(B), 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 exercise such voting and consensual rights and powers, provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit such Grantor to exercise such rights. After all Events of Default have been cured or waived, the applicable Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of subsection (c)(i)(A).
Appears in 2 contracts
Samples: Pledge and Security Agreement (Harvard Bioscience Inc), Pledge and Security Agreement (Liberty Tax, Inc.)
Voting and Distributions. (ia) 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”):
(Ai) Each Grantor The Borrower shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related Property included in the Collateral owned or held by it or on its behalf, or any part thereof, for any purpose consistent with the terms of this Security Agreement and the other Loan Documents; provided, however, that such Grantor the Borrower will not be entitled to exercise any such right if the result thereof could would materially and adversely affect the rights inuring to a holder of the Investment-Related Property Collateral or the rights and remedies of any of the Secured Parties Bank under this Security Agreement or any other Loan Document or the ability of any of the Secured Parties Bank to exercise the same.
(Bii) The Administrative Agent Bank shall execute and deliver to each Grantorthe Borrower, or cause to be executed and delivered to each Grantorthe Borrower, all such proxies, powers of attorney and other instruments as such Grantor 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)(ASection 5(a)(i) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(CSection 5(a)(iii).
(Ciii) Each Grantor Subject to the Security Interest created hereby and the terms and conditions of the Loan Documents, the Borrower shall be entitled to receive, retain and use any and all cash dividends, distributions, 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 byon, and not otherwise paid in a manner that violates the terms and conditions of the Credit AgreementProceeds of, 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 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, 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).
(iib) Without limiting Upon receipt by the generality Borrower of the foregoing, a Collateral Notice upon the occurrence and of, or at any time during the continuance of of, an Event of Default:
(Ai) All To the extent not prohibited by applicable law, all rights of each Grantor the Borrower to receive and retain dividends, distributions, interest or and principal paid on, and Proceeds of, the Collateral that it is authorized to receive pursuant to subsection (c)(i)(CSection 5(a)(iii) shall cease, and all such rights shall thereupon become vested in the Administrative AgentBank, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principaldistributions, interest, principal and Proceeds, as applicable. All dividends, interest distributions, interest, principal and principal Proceeds received by or on behalf of any Grantor the Borrower contrary to the provisions of this Section shall be held in trust for the benefit of the Administrative AgentBank, shall be segregated from other property or funds of such Grantor the Borrower and shall be forthwith delivered to the Administrative Agent Bank or the Custodian upon demand in thethe 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 all rights with respect to the funds and other 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 the Obligations.
(ii) To the extent not prohibited under applicable law, all rights of the Borrower to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 5(a)(i), and the obligations of the Bank under Section 5(a)(ii), shall cease, and all such rights shall thereupon become vested in the Bank, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that the Bank shall have the right from time to time to permit the Borrower to exercise such rights.
Appears in 2 contracts
Samples: Credit Agreement (Tortoise Power & Energy Infrastructure Fund Inc), Credit Agreement (Tortoise Energy Independence Fund, Inc.)
Voting and Distributions. (i) Unless and until an So long as no Enforcement Event of Default shall have occurred and shall be continuing:
(A) Each Grantor except as otherwise provided in this Section 4.3 or elsewhere herein, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and/or and other consensual rights and powers inuring pertaining to an owner of the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf, or any part thereof, thereof for any purpose consistent not inconsistent with the terms of this Security Agreement and or the other Loan Transaction Documents; provided, however, that such Grantor the Pledgor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment-Related Property Pledged Collateral or the rights and remedies of any of the Secured Parties Creditors under this Security Agreement or any other Loan Transaction Document or the ability of any of the Secured Parties Creditors to exercise the same.;
(B) The Administrative Agent the Trustee shall promptly execute and deliver to each Grantor, (or cause to be executed and delivered delivered) to each Grantor, the Pledgor all such proxies, powers of attorney proxies and other instruments as such Grantor the Pledgor may from time to time reasonably request for the purpose of enabling it the Pledgor to exercise the voting and/or and other consensual rights when and powers to the extent that it is entitled to exercise the same pursuant to subsection clause (c)(i)(Af)(i)(A) above and to receive the cash payments Dividends that it is entitled to receive pursuant to subsection clause (c)(i)(C).f)(i)(C) below; and
(C) Each Grantor the Pledgor shall be entitled to receive, receive and retain and use any and all ordinary cash dividendsDividends, interest and principal Securities or other property paid on the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf to the extent and only to the extent that such ordinary cash dividendsDividends, interest and principal Securities or other property are not prohibited permitted by, and not otherwise paid in a manner that violates accordance with, the terms and conditions of the Credit Agreement, the other Loan Transaction Documents and applicable laws. All non-cash dividends, interest and principal, and all dividendssuch 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, interest Securities or other property, and principal all 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 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 behalfPledged Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in Stock of the issuer of any issuer Pledged Collateral or received in exchange for any Investment-Related Property, 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 CollateralCollateral 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 received by applicable, “control” (as defined in Article 8 or Article 9 of the UCC, as applicable) of the Trustee over such GrantorDividends, shall not be commingled with Securities or other property, in each case referred to in the immediately preceding sentence (including delivery thereof to the Trustee), and pending any of its other funds or property but such action the Pledgor shall be held separate and apart therefromdeemed to hold such Dividends, shall be held Securities or other property in trust for the benefit of the Administrative Agent hereunder Trustee, and the same shall be forthwith delivered to segregated from all other property of the Administrative Agent in the same form as so received (with any necessary endorsement)Pledgor.
(ii) Without limiting the generality of the foregoing, upon Upon the occurrence and during the continuance of an Event of DefaultEnforcement Event:
(A) All all rights of each Grantor the Pledgor to dividends, interest exercise or principal refrain from exercising the voting and other consensual rights that it is authorized would otherwise be entitled to receive exercise pursuant to subsection (c)(i)(C) hereto shall cease, and all such rights shall thereupon become vested in the Administrative AgentTrustee who shall thereupon have the sole right to exercise such voting and other consensual rights;
(B) in order to permit the Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all distributions that it may be entitled to receive hereunder: (1) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Trustee all proxies, payment orders and other instruments as the Trustee may from time to time reasonably request 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 all such rights shall thereupon become vested in the Trustee, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal, as applicable. All dividends, interest distributions 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 theamounts.
Appears in 2 contracts
Samples: Parent Pledge Agreement, Pledge Agreement (Shaw Group Inc)
Voting and Distributions. (i) Unless and until an So long as no Event of Default shall have occurred and be continuing:
(A) Each except as otherwise provided in this Section 4.7 or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and/or and other consensual rights and powers inuring pertaining to an owner of the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf, or any part thereof, thereof for any purpose consistent not inconsistent with the terms of this Security Agreement, the Credit Agreement and or the other Loan Documents; provided, however, that such Grantor will not be entitled to exercise any such right if unless the result thereof could reasonably be expected to materially and adversely affect the rights inuring to a holder of the Investment-Related Property or the rights and remedies of the Administrative Agent or any of the other Secured Parties under this Security Agreement, the Credit Agreement or any other Loan Document or the ability of any of the Secured Parties to exercise the same.;
(B) The the Administrative Agent shall promptly execute and deliver to each Grantor, (or cause to be executed and delivered delivered), at the expense of such Grantor, to each Grantor, Grantor all such proxies, powers of attorney proxies and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling it such Grantor to exercise the voting and/or and other consensual rights when and powers to the extent that it is entitled to exercise the same pursuant to subsection clause (c)(i)(Ag)(i)(A) above and to receive the cash payments Dividends that it is entitled to receive pursuant to subsection clause (c)(i)(C).g)(i)(C) below; and
(C) Each each Grantor shall be entitled to receive, receive and retain and use any and all cash dividendsDividends, interest and principal interest, principal, distributions, Securities or other property paid on the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf to the extent and only to the extent that such cash dividendsDividends, interest and principal interest, principal, distributions, Securities or other property are not prohibited permitted by, and not otherwise paid in a manner that violates accordance with the terms and conditions of of, the Credit Agreement, the other Loan Documents and applicable laws. All non-cash dividendsnoncash Dividends, interest and interest, principal, distributions, Securities or other property, and all dividendsDividends, interest and principal 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 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 behalfPledged Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in of the issuer of any issuer Pledged Collateral or received in exchange for any Investment-Related Property, 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, and, if received by such Grantor, shall not be commingled with Collateral without 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)further action.
(ii) Without limiting the generality of the foregoing, upon Upon the occurrence and during the continuance of an Event of Default:
(A) All rights of each Grantor to dividends, interest or principal that it is authorized to receive pursuant 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
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) Unless and until an Event of Default shall have occurred and be continuing:
(A) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Investment Related Property included in the Collateral owned or held by it or on its behalfProperty, or any part thereof, for any purpose consistent with the terms of this Security Agreement and the other Loan Documents; provided, however, that such Grantor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment-Investment Related Property or the rights and remedies of any of the Secured 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 execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(C).
(C) Each Grantor shall be entitled to receive, retain and use any and all cash dividends, interest and principal paid on the Investment-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 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 paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Investment-Investment Related Property included in the Collateral owned or held by it or on its behalfProperty, 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-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 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 continuance of an Event of Default:
(A) All rights of each Grantor to dividends, interest or principal that it is authorized to receive pursuant 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 thethe 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 Parties, upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 6.
Appears in 1 contract
Voting and Distributions. (i) Unless and until an Event of Default shall have occurred and be continuing:
(A) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Investment Related Property included in the Collateral owned or held by it or on its behalfProperty, or any part thereof, for any purpose consistent with the terms of this Supplemental Security Agreement and the other Loan Documents; providedPROVIDED, howeverHOWEVER, that such Grantor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment-Investment Related Property or the rights and remedies of any of the Secured Parties under this Supplemental 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 execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(C).
(C) Each Grantor shall be entitled to receive, retain and use any and all cash dividends, interest and principal paid on the Investment-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 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 paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Investment-Investment Related Property included in the Collateral owned or held by it or on its behalfProperty, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in securities of any issuer of any Investment Related Property or received in exchange for any Investment-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 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 continuance of an Event of Default:
(A) All rights of each Grantor to dividends, interest or principal that it is authorized to receive pursuant 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 thethe 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 Parties, upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 6.
Appears in 1 contract
Samples: Credit Agreement (Penton Media Inc)
Voting and Distributions. (i) Unless and until an So long as no Event of Default shall have occurred and be continuing:
(A) Each , each Grantor shall be entitled to exercise any and all voting and/or and other consensual rights and powers inuring pertaining to an owner of the Investment-Related Investment Property included in the Collateral owned or held by it or on its behalf, or any part thereof, thereof for any purpose consistent not inconsistent with the terms of this Security Agreement and the other Loan Documents; provided, however, that such Grantor will not be entitled to exercise 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 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 execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(C).
(C) Each Credit Agreement. Grantor shall be entitled to receivereceive and retain, retain and use to utilize free and clear of the Lien of this Agreement, any and all cash dividendsdividends and interest paid in respect of the Investment Property; provided, any and all (A) dividends and interest and principal paid on the Investment-Related Property included or payable other than 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 byCash in respect of, and not instruments and other property received, receivable or otherwise paid distributed in a manner that violates the terms respect of, or in exchange for, any Investment Property, (B) dividends 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 distributions paid or payable in cash or otherwise Cash in respect of any Investment Property in connection with a partial or total liquidation or dissolution, return dissolution or in connection with a reduction of capital, capital surplus or paid in paid-in-surplus, and all other distributions (other than distributions referred to in the preceding sentenceC) made on Cash paid, payable or otherwise distributed in respect of the Investment-Related Property included principal or in the Collateral owned redemption of 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 Investment Property, or any part thereofshall be, or in redemption thereofand shall forthwith be delivered to Administrative Agent to hold as, 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 Investment Property and become part of the Collateral, andshall, 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 received in trust for the benefit of Administrative Agent, be segregated from the Administrative Agent hereunder other property or funds of Grantor and shall be forthwith delivered to the Administrative Agent as Investment Property in the same form as so received (with any all necessary endorsementendorsements). 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) Without limiting the generality of the foregoing, upon Upon the occurrence and during the continuance continuation of an Event of Default:
, (A) All upon written notice from Administrative Agent to any Grantor, all rights of each Grantor to dividends, interest or principal that exercise the voting and other consensual rights which it is authorized would otherwise be entitled to receive exercise pursuant to subsection (c)(i)(C) hereto shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which Agent who shall thereupon have the sole right to exercise such voting and exclusive right other consensual rights; (B) all rights of Grantor to receive the dividends and authority interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all 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 rights shall be held thereupon become vested 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 thewho shall thereupon have the sole right to receive and hold as Investment Property such dividends and interest payments;
Appears in 1 contract
Voting and Distributions. (i) Unless and until an So long as no Event of Default shall have occurred and be continuing:
(A) Each except as otherwise provided in this Section 4.7 or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and/or and other consensual rights and powers inuring pertaining to an owner of the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf, or any part thereof, thereof for any purpose consistent not inconsistent with the terms of this Security Agreement, the Credit Agreement and or the other Loan Documents; provided, however, that such Grantor will not be entitled to exercise any such right if unless the result thereof could reasonably be expected to 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 Parties under this Security Agreement, the Credit Agreement or any other Loan Document or the ability of any of the Secured Parties to exercise the same.;
(B) The Administrative the Collateral Agent shall promptly execute and deliver to each Grantor, (or cause to be executed and delivered delivered) to each Grantor, Grantor all such proxies, powers of attorney proxies and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling it such Grantor to exercise the voting and/or and other consensual rights when and powers to the extent that it is entitled to exercise the same pursuant to subsection clause (c)(i)(Af)(i)(A) above and to receive the cash payments Dividends that it is entitled to receive pursuant to subsection clause (c)(i)(C).f)(i)(C) below; and
(C) Each each Grantor shall be entitled to receive, receive and retain and use any and all cash dividendsDividends, interest and principal interest, principal, distributions, Securities or other property paid on the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf to the extent and only to the extent that such cash dividendsDividends, interest and principal interest, principal, distributions, Securities or other property are not prohibited permitted by, and not otherwise paid in a manner that violates accordance with the terms and conditions of the Credit Agreement, the other Loan Documents and applicable lawsloans. All non-cash dividendsnoncash Dividends, interest and interest, principal, distributions, Securities or other property, and all dividendsDividends, interest and principal 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 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 behalfPledged Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in Stock of the issuer of any issuer Pledged Collateral or received in exchange for any Investment-Related Property, 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 CollateralCollateral 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 received by applicable, “control” (as defined in Article 8 or Article 9 of the UCC, as applicable) over such Grantornoncash Dividends, shall not be commingled with interest, principal, distributions, Securities or other property (including delivery thereof to the Collateral Agent (or its agent or designee)) and pending any of its other funds or property but such action such Grantor shall be held separate and apart therefromdeemed to hold such noncash Dividends, shall be held interest, principal, distributions, Securities or other property in trust for the benefit of the Administrative Collateral Agent hereunder and and, to the extent necessary to create and/or maintain the validity, perfection or priority of the Security Interest in such property shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement)segregated from all other property of such Grantor.
(ii) Without limiting the generality of the foregoing, upon Upon the occurrence and during the continuance of an Event of Default:
(A) All all rights of the Grantors to exercise or refrain from exercising the voting and other consensual rights that they would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; provided that, subject to the terms of the Credit Agreement, the Collateral Agent shall have the right from time to time following the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights;
(B) in order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all Dividends, interest and other distributions that it may be entitled to receive hereunder: (1) the Grantors shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent (or its agent or designee) all proxies, Dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request 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 dividendsDividends, interest or principal that it any Grantor is authorized to receive pursuant to subsection clause (c)(i)(Cf)(i)(C) above shall cease, and all such rights shall thereupon become vested in the Administrative Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividendsDividends, interest or principal. After all Event of Defaults have been cured or waived or the underlying notice (if applicable) has been rescinded, as applicable. All dividends, interest each Grantor will have the right to exercise the voting and principal received by or on behalf of any Grantor contrary consensual rights and powers that it would otherwise be entitled to exercise pursuant to the provisions terms 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 theclause (f)(i) above.
Appears in 1 contract
Voting and Distributions. (i) Unless and until an Event of Default shall have occurred and be continuing:
(A) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related Property included in the Collateral owned or held by it or on its behalfInvestment Property, or any part thereof, for any purpose consistent not inconsistent with the terms of this Guarantee and Security Agreement and the other Loan Secured Transaction Documents; provided, however, that such Grantor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment-Related Investment Property or the rights and remedies of any of the Secured Parties Collateral Agent under this Guarantee and Security Agreement or any other Loan Secured Transaction Document or the ability of any of the Secured Parties Collateral Agent to exercise the same.
(B) The Administrative Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(C).
(C) Each Grantor shall be entitled to receive, retain and use any and all cash dividends, interest and principal paid on the Investment-Related Investment 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 accordance with, the terms and conditions of the Credit Securities Purchase Agreement, the other Loan Secured Transaction Documents and applicable laws. All non-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 behalfInvestment 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-Related 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, 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 Collateral Agent hereunder and shall be forthwith delivered to the Administrative 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 continuance of an Event of Default:
(A) All Upon the direction of the Collateral Agent, all rights of each Grantor to dividends, interest or principal that it is authorized to receive pursuant to subsection (c)(i)(C) shall cease, and all such rights shall thereupon become vested in the Administrative 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 Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Administrative Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Administrative Collateral Agent upon demand in thethe 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 Parties, upon receipt of such money or other property and shall 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 all rights with respect to the funds and other property from time to time deposited therein or credited thereto as set forth in the Secured Transaction Documents. After all Events of Default have been cured or waived, the Collateral Agent shall, within five Business Days after all such Events of Default have been cured or waived, 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 such account.
(B) Upon the direction of the Collateral Agent, 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 the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that, unless otherwise directed by the Investors, the Collateral Agent shall have the right from time to time upon the occurrence of and during the continuance of an Event of Default to permit such Grantor to exercise such rights. After all Events of Default have been cured or waived, the applicable Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of subsection (c)(i)(A).
Appears in 1 contract
Voting and Distributions. (i) Unless and until an So long as no Event of Default shall have occurred and be continuing:
(A) Each except as otherwise provided in this Section 4.7 or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and/or and other consensual rights and powers inuring pertaining to an owner of the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf, or any part thereof, thereof for any purpose consistent not inconsistent with the terms of this Security Agreement, the Credit Agreement and or the other Loan Credit Documents; provided, however, that such Grantor will not be entitled to exercise any such right if unless the result thereof could reasonably be expected to 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 Parties under this Security Agreement, the Credit Agreement or any other Loan Credit Document or the ability of any of the Secured Parties to exercise the same.;
(B) The Administrative the Collateral Agent shall promptly execute and deliver to each Grantor, (or cause to be executed and delivered delivered) to each Grantor, Grantor all such proxies, powers of attorney proxies and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling it such Grantor to exercise the voting and/or and other consensual rights when and powers to the extent that it is entitled to exercise the same pursuant to subsection clause (c)(i)(Af)(i)(A) above and to receive the cash payments Dividends that it is entitled to receive pursuant to subsection clause (c)(i)(C).f)(i)(C) below; and
(C) Each each Grantor shall be entitled to receive, receive and retain and use any and all cash dividendsDividends, interest and principal interest, principal, distributions, Securities or other property paid on the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf to the extent and only to the extent that such cash dividendsDividends, interest and principal interest, principal, distributions, Securities or other property are not prohibited permitted by, and not otherwise paid in a manner that violates accordance with, the terms and conditions of the Credit Agreement, the other Loan Credit Documents and applicable laws. All non-cash dividendsnoncash Dividends, interest and interest, principal, distributions, Securities or other property, and all dividendsDividends, interest and principal 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 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 behalfPledged Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in Stock of the issuer of any issuer Pledged Collateral or received in exchange for any Investment-Related Property, 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 CollateralCollateral 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 received by applicable, “control” (as defined in Article 8 or Article 9 of the UCC, as applicable) over such Grantornoncash Dividends, shall not be commingled with interest, principal, distributions, Securities or other property (including delivery thereof to the Collateral Agent (or its agent or designee)) and pending any of its other funds or property but such action such Grantor shall be held separate and apart therefromdeemed to hold such noncash Dividends, shall be held interest, principal, distributions, Securities or other property in trust for the benefit of the Administrative Collateral Agent hereunder and and, to the extent necessary to create and/or maintain the validity, perfection or priority of the Security Interest in such property shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement)segregated from all other property of such Grantor.
(ii) Without limiting the generality of the foregoing, upon Upon the occurrence and during the continuance of an Event of Default:
(A) All upon written notice by the Collateral Agent to the Grantors, all rights of the Grantors to exercise or refrain from exercising the voting and other consensual rights that they would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; provided that, subject to the terms of the Credit Agreement, the Collateral Agent shall have the right from time to time following the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights;
(B) in order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all Dividends, interest and other distributions that it may be entitled to receive hereunder: (1) the Grantors shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent (or its agent or designee) all proxies, Dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request 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 dividendsthe Grantors, all rights of the Grantors to Dividends, interest or principal that it any Grantor is authorized to receive pursuant to subsection clause (c)(i)(Cf)(i)(C) above shall cease, and all such rights shall thereupon become vested in the Administrative Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividendsDividends, interest or principal. After all Event of Defaults have been cured or waived or the underlying notice (if applicable) has been rescinded, as applicable. All dividends, interest each Grantor will have the right to exercise the voting and principal received by or on behalf of any Grantor contrary consensual rights and powers that it would otherwise be entitled to exercise pursuant to the provisions terms 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 theclause (f)(i) above.
Appears in 1 contract
Samples: Pledge and Security Agreement (Cypress Semiconductor Corp /De/)
Voting and Distributions. (i) Unless and until an So long as no Event of Default shall have occurred and be continuing:
(A) Each except as otherwise provided in this Section 4.7 or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and/or and other consensual rights and powers inuring pertaining to an owner of the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf, or any part thereof, thereof for any purpose consistent not inconsistent with the terms of this Security Agreement, the Credit Agreement and or the other Loan Credit Documents; provided, however, that such Grantor will not be entitled to exercise any such right if unless the result thereof could reasonably be expected to 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 Parties under this Security Agreement, the Credit Agreement or any other Loan Credit Document or the ability of any of the Secured Parties to exercise the same.;
(B) The Administrative the Collateral Agent shall promptly execute and deliver to each Grantor, (or cause to be executed and delivered delivered) to each Grantor, Grantor all such proxies, powers of attorney proxies and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling it such Grantor to exercise the voting and/or and other consensual rights when and powers to the extent that it is entitled to exercise the same pursuant to subsection clause (c)(i)(Af)(i)(A) above and to receive the cash payments Dividends that it is entitled to receive pursuant to subsection clause (c)(i)(C).f)(i)(C) below; and
(C) Each each Grantor shall be entitled to receive, receive and retain and use any and all cash dividendsDividends, interest and principal interest, principal, distributions, Securities or other property paid on the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf to the extent and only to the extent that such cash dividendsDividends, interest and principal interest, principal, distributions, Securities or other property are not prohibited permitted by, and not otherwise paid in a manner that violates accordance with, the terms and conditions of the Credit Agreement, the other Loan Credit Documents and applicable laws. All non-cash dividendsnoncash Dividends, interest and interest, principal, distributions, Securities or other property, and all dividendsDividends, interest and principal 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 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 behalfPledged Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in Stock of the issuer of any issuer Pledged Collateral or received in exchange for any Investment-Related Property, 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 CollateralCollateral (subject to Section 2.2) 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 received by applicable, “control” (as defined in Article 8 or Article 9 of the UCC, as applicable) over such Grantornoncash Dividends, shall not be commingled with interest, principal, distributions, Securities or other property (including delivery thereof to the Collateral Agent (or its agent or designee)) constituting Collateral and pending any of its other funds or property but such action such Grantor shall be held separate and apart therefromdeemed to hold such noncash Dividends, shall be held interest, principal, distributions, Securities or other property in trust for the benefit of the Administrative Collateral Agent hereunder and and, to the extent necessary to create and/or maintain the validity, perfection or priority of the Security Interest in such property shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement)segregated from all other property of such Grantor.
(ii) Without limiting the generality of the foregoing, upon Upon the occurrence and during the continuance of an Event of Default:
(A) All upon written notice by the Collateral Agent to the Grantors, all rights of the Grantors to exercise or refrain from exercising the voting and other consensual rights that they would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; provided that, subject to the terms of the Credit Agreement, the Collateral Agent shall have the right from time to time following the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights;
(B) in order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all Dividends, interest and other distributions that it may be entitled to receive hereunder: (1) the Grantors shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent (or its agent or designee) all proxies, Dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request 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 dividendsthe Grantors, all rights of the Grantors to Dividends, interest or principal that it any Grantor is authorized to receive pursuant to subsection clause (c)(i)(Cf)(i)(C) above shall cease, and all such rights shall thereupon become vested in the Administrative Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividendsDividends, interest or principal. After all Event of Defaults have been cured or waived or the underlying notice (if applicable) has been rescinded, as applicable. All dividends, interest each Grantor will have the right to exercise the voting and principal received by or on behalf of any Grantor contrary consensual rights and powers that it would otherwise be entitled to exercise pursuant to the provisions terms 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 theclause (f)(i) above.
Appears in 1 contract
Samples: Pledge and Security Agreement (Cypress Semiconductor Corp /De/)
Voting and Distributions. (i) Unless and until an So long as no Enforcement Event of Default shall have occurred and shall be continuing:
(A) Each Grantor except as otherwise provided in this Section 4.3 or elsewhere herein, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and/or and other consensual rights and powers inuring pertaining to an owner of the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf, or any part thereof, thereof for any purpose consistent not inconsistent with the terms of this Security Agreement and or the other Loan Transaction Documents; provided, however, that such Grantor the Pledgor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment-Related Property Pledged Collateral or the rights and remedies of any of the Secured Parties Creditors under this Security Agreement or any other Loan Transaction Document or the ability of any of the Secured Parties Creditors to exercise the same.;
(B) The Administrative Agent the Trustee shall promptly execute and deliver to each Grantor, (or cause to be executed and delivered delivered) to each Grantor, the Pledgor all such proxies, powers of attorney proxies and other instruments as such Grantor the Pledgor may from time to time reasonably request for the purpose of enabling it the Pledgor to exercise the voting and/or and other consensual rights when and powers to the extent that it is entitled to exercise the same pursuant to subsection clause (c)(i)(Af)(i)(A) above and to receive the cash payments Dividends that it is entitled to receive pursuant to subsection clause (c)(i)(C).f)(i)(C) below; and
(C) Each Grantor the Pledgor shall be entitled to receive, receive and retain and use any and all ordinary cash dividendsDividends, interest and principal Securities or other property paid on the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf to the extent and only to the extent that such ordinary cash dividendsDividends, interest and principal Securities or other property are not prohibited permitted by, and not otherwise paid in a manner that violates accordance with, the terms and conditions of the Credit Agreementof, the other Loan Transaction Documents and applicable laws. All non-cash dividends, interest and principal, and all dividendssuch 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, interest Securities or other property, and principal all Dividends, 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 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 behalfPledged Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in Stock of the issuer of any issuer Pledged Collateral or received in exchange for any Investment-Related Property, 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 CollateralCollateral 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 received by applicable, “control” (as defined in Article 8 or Article 9 of the UCC, as applicable) of the Trustee over such GrantorDividends, shall not be commingled with Securities or other property, in each case referred to in the immediately preceding sentence (including delivery thereof to the Trustee), and pending any of its other funds or property but such action the Pledgor shall be held separate and apart therefromdeemed to hold such Dividends, shall be held Securities or other property in trust for the benefit of the Administrative Agent hereunder Trustee, and the same shall be forthwith delivered to segregated from all other property of the Administrative Agent in the same form as so received (with any necessary endorsement)Pledgor.
(ii) Without limiting the generality of the foregoing, upon Upon the occurrence and during the continuance of an Event of DefaultEnforcement Event:
(A) All all rights of each Grantor the Pledgor to dividends, interest exercise or principal refrain from exercising the voting and other consensual rights that it is authorized would otherwise be entitled to receive exercise pursuant to subsection (c)(i)(C) hereto shall cease, and all such rights shall thereupon become vested in the Administrative AgentTrustee who shall thereupon have the sole right to exercise such voting and other consensual rights;
(B) in order to permit the Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all Dividends and other distributions that it may be entitled to receive hereunder: (1) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Trustee all proxies, Dividend payment orders and other instruments as the Trustee may from time to time reasonably request 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 Dividends and other amounts that the Pledgor is authorized to receive pursuant to clause (f)(i)(C) above shall cease, and all such rights shall thereupon become vested in the Trustee, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal, as applicable. All dividends, interest Dividends 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 theamounts.
Appears in 1 contract
Voting and Distributions. (i) Unless and until an Event of Default shall have occurred and be continuing:
(A) Each Grantor The Borrower shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related Property included in the Collateral owned or held by it or on its behalf, or any part thereof, for any purpose consistent with the terms of this Security Agreement and the other Loan Documents and the Existing Senior Loan Documents; provided, however, that such Grantor the Borrower will not be entitled to exercise 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 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 Lender shall execute and deliver to each Grantorthe Borrower, or cause to be executed and delivered to each Grantorthe Borrower, all such proxies, powers of attorney and other instruments as such Grantor 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) Each Grantor The Borrower shall be entitled to receive, retain and 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 (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 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, and, if received by such Grantorthe 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 Administrative Agent Lender hereunder and shall to the extent certificated be forthwith delivered to the Administrative Agent Lender 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 continuance of an Event of Default:
(A) All all rights of each Grantor the Borrower to dividends, interest or principal that it is authorized to receive pursuant to subsection (c)(i)(C) shall cease, and all such rights shall thereupon become vested in the Administrative AgentLender, 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 the Borrower contrary to the provisions of this Section shall be held in trust for the benefit of the Administrative AgentLender, shall be segregated from other property or funds of such Grantor the Borrower and shall be forthwith delivered to the Administrative Agent Lender upon demand in thethe 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 Parties, upon receipt of such money or other property and shall 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 all rights with respect to the funds and other property from time to time therein or credited thereto as set forth in the Loan Documents. After all Events of Default have been cured or waived, the Lender shall, within five Business Days after all such Events of Default have been cured or waived, repay to the Borrower all cash dividends, interest and principal (without interest) that the Borrower would otherwise be permitted to retain pursuant to the terms of subsection (c)(i)(C) and which remain in such account.
(B) all rights of the Borrower 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 Lender under subsection (c)(i)(B), shall cease, and all such rights shall thereupon become vested in the Lender, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that the Lender shall have the right from time to time following and during the continuance of an Event of Default to permit 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 consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of subsection (c)(i)(A).
Appears in 1 contract
Samples: Pledge and Security Agreement (Uranium Resources Inc /De/)
Voting and Distributions. (ia) 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"):
(Ai) Each Grantor The Borrower shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related Property included in the Collateral owned or held by it or on its behalf, or any part thereof, for any purpose consistent with the terms of this Security Agreement and the other Loan Documents; provided, however, that such Grantor the Borrower will not be entitled to exercise any such right if the result thereof could would materially and adversely affect the rights inuring to a holder of the Investment-Related Property Collateral or the rights and remedies of any of the Secured Parties Bank under this Security Agreement or any other Loan Document or the ability of any of the Secured Parties Bank to exercise the same.
(Bii) The Administrative Agent Bank shall execute and deliver to each Grantorthe Borrower, or cause to be executed and delivered to each Grantorthe Borrower, all such proxies, powers of attorney and other instruments as such Grantor 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)(ASection 5(a)(i) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(CSection 5(a)(iii).
(Ciii) Each Grantor Subject to the Security Interest created hereby and the terms and conditions of the Loan Documents, the Borrower shall be entitled to receive, retain and use any and all cash dividends, distributions, 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 byon, and not otherwise paid in a manner that violates the terms and conditions of the Credit AgreementProceeds of, 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 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, 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).
(iib) Without limiting Upon receipt by the generality Borrower of the foregoing, a Collateral Notice upon the occurrence and or at any time during the continuance of an Event of Default:
(Ai) All To the extent not prohibited by applicable law, all rights of each Grantor the Borrower to receive and retain dividends, distributions, interest or and principal paid on, and Proceeds of, the Collateral that it is authorized to receive pursuant to subsection (c)(i)(CSection 5(a)(iii) shall cease, and all such rights shall thereupon become vested in the Administrative AgentBank, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principaldistributions, interest, principal and Proceeds, as applicable. All dividends, interest distributions, interest, principal and principal Proceeds received by or on behalf of any Grantor the Borrower contrary to the provisions of this Section shall be held in trust for the benefit of the Administrative AgentBank, shall be segregated from other property or funds of such Grantor the Borrower and shall be forthwith delivered to the Administrative Agent Bank or the Custodian upon demand in thethe 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 all rights with respect to the funds and other 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 the Obligations or any costs of collection. After all Events of Default have been either cured (and the Borrower shall have given written notice thereof to the Bank) or waived in accordance with the terms of the Loan Documents, the Bank shall promptly pay over to the Custodian all such dividends, distributions, interest, principal and Proceeds (without interest thereon) that the Borrower would otherwise be permitted to retain pursuant to the terms of Section 5(a)(iii) and which remain in such account.
(ii) To the extent not prohibited under the Applicable Law, all rights of the Borrower to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 5(a)(i), and the obligations of the Bank under Section 5(a)(ii), shall cease, and all such rights shall thereupon become vested in the Bank, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that the Bank shall have the right from time to time to permit the Borrower to exercise such rights. After all Events of Default have been either cured (and the Borrower shall have given written notice thereof to the Bank) or waived in accordance with the terms of the Loan Documents, the Borrower will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of Section 5(a)(i).
Appears in 1 contract
Samples: Security Agreement (First Trust/Four Corners Senior Floating Rate Income Fund)
Voting and Distributions. (i) Unless and until an Event of Default shall have occurred and be continuing:
(A) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related Property included in the Collateral owned or held by it or on its behalfInvestment Property, or any part thereof, for any purpose consistent not inconsistent with the terms of this Guarantee and Security Agreement and the other Loan Secured Transaction Documents; provided, however, that such Grantor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment-Related Investment Property or the rights and remedies of any of the Secured Parties Collateral Agent under this Guarantee and Security Agreement or any other Loan Secured Transaction Document or the ability of any of the Secured Parties Collateral Agent to exercise the same.
(B) The Administrative Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(C).
(C) Each Grantor shall be entitled to receive, retain and use any and all cash dividends, interest and principal paid on the Investment-Related Investment 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 accordance with, the terms and conditions of the Credit Agreement, the other Loan Secured Transaction Documents and applicable laws. All non-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 behalfInvestment 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-Related 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, 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 Collateral Agent hereunder and shall be forthwith delivered to the Administrative 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 continuance of an Event of Default:
(A) All Upon the direction of the Collateral Agent, all rights of each Grantor to dividends, interest or principal that it is authorized to receive pursuant to subsection (c)(i)(C) shall cease, and all such rights shall thereupon become vested in the Administrative 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 Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Administrative Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Administrative Collateral Agent upon demand in thethe 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 Parties, upon receipt of such money or other property and shall 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 all rights with respect to the funds and other property from time to time deposited therein or credited thereto as set forth in the Secured Transaction Documents. After all Events of Default have been cured or waived, the Collateral Agent shall, within five Business Days after all such Events of Default have been cured or waived, 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 such account.
(B) Upon the direction of the Collateral Agent, 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 the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that, unless otherwise directed by the Investors, the Collateral Agent shall have the right from time to time upon the occurrence of and during the continuance of an Event of Default to permit such Grantor to exercise such rights. After all Events of Default have been cured or waived, the applicable Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of subsection (c)(i)(A).
Appears in 1 contract
Voting and Distributions. (ia) 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”):
(Ai) Each Grantor The Borrower shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related Property included in the Collateral owned or held by it or on its behalf, or any part thereof, for any purpose consistent with the terms of this Security Agreement and the other Loan Documents; provided, however, that such Grantor the Borrower will not be entitled to exercise any such right if the result thereof could would materially and adversely affect the rights inuring to a holder of the Investment-Related Property Collateral or the rights and remedies of any of the Secured Parties Administrative Agent under this Security Agreement or any other Loan Document or the ability of any of the Secured Parties Administrative Agent to exercise the same.
(Bii) The Administrative Agent shall execute and deliver to each Grantorthe Borrower, or cause to be executed and delivered to each Grantorthe Borrower, all such proxies, powers of attorney and other instruments as such Grantor 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)(ASection 5(a)(i) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(CSection 5(a)(iii).
(Ciii) Each Grantor Subject to the Security Interest created hereby and the terms and conditions of the Loan Documents, the Borrower shall be entitled to receive, retain and use any and all cash dividends, distributions, 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 byon, and not otherwise paid in a manner that violates the terms and conditions of the Credit AgreementProceeds of, 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 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, 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).
(iib) Without limiting Upon receipt by the generality Borrower of the foregoing, upon a Collateral Notice in connection with the occurrence and or at any time during the continuance of an Event of Default:
(Ai) All To the extent not prohibited by applicable law, all rights of each Grantor the Borrower to receive and retain dividends, distributions, interest or and principal paid on, and Proceeds of, the Collateral that it is authorized to receive pursuant to subsection (c)(i)(CSection 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, interest or principaldistributions, interest, principal and Proceeds, as applicable. All dividends, interest distributions, interest, principal and principal Proceeds received by or on behalf of any Grantor the Borrower contrary to the provisions of this Section shall be held in trust for the benefit of the Administrative AgentSecured Parties, shall be segregated from other property or funds of such Grantor the Borrower and shall be forthwith delivered to the Administrative Agent or the Custodian upon demand in thethe 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 all rights with respect to the funds and other 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 the Obligations or any costs of collection. After all Events of Default have been either cured (and the Borrower shall have given written notice thereof to the Administrative Agent) or waived in accordance with the terms of the Loan Documents, the Administrative Agent shall promptly pay over to the Custodian all such dividends, distributions, interest, principal and Proceeds (without interest thereon) that the Borrower would otherwise be permitted to retain pursuant to the terms of Section 5(a)(iii) and which remain in such account.
(ii) To the extent not prohibited under applicable law, all rights of the Borrower to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 5(a)(i), and the obligations of the Administrative Agent under Section 5(a)(ii), 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 exercise such voting and consensual rights and powers, provided that the Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit, at the Administrative Agent’s sole discretion, the Borrower to exercise such rights. After all Events of Default have been either cured (and the Borrower shall have given written notice thereof to the Administrative Agent) or waived in accordance with the terms of the Loan Documents, the Borrower will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of Section 5(a)(i).
Appears in 1 contract
Voting and Distributions. (i) Unless and until an Event of Default shall have occurred and be continuing:
(A) Each U.S. Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related Property included in the Collateral owned or held by it or on its behalfInvestment Property, or any part thereof, for any purpose consistent with the terms of this Guaranty and Security Agreement and the other Loan Secured Transaction Documents; provided, however, that such U.S. Grantor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment-Related Investment Property or the rights and remedies of any of the Secured Parties Collateral Agent under this Guaranty and Security Agreement or any other Loan Secured Transaction Document or the ability of any of the Secured Parties Collateral Agent to exercise the same.
(B) The Administrative 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 (c)(i)(A) 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, retain and use any and all cash dividends, interest and principal paid on the Investment-Related Investment 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 accordance with, the terms and conditions of the Credit Securities Purchase Agreement, the other Loan Secured Transaction Documents and applicable laws. All non-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 behalfInvestment 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-Related 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, 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 Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative 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 continuance of an Event of Default:
(A) All Upon the direction of the Collateral Agent, all rights of each U.S. Grantor to dividends, interest or principal that it is authorized to receive pursuant to subsection (c)(i)(C) shall cease, and all such rights shall thereupon become vested in the Administrative 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 Administrative Collateral Agent, shall be segregated from other property or funds of such U.S. Grantor and shall be forthwith delivered to the Administrative Collateral Agent upon demand in thethe 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 Parties, upon receipt of such money or other property and shall 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 all rights with respect to the funds and other property from time to time deposited therein or credited thereto as set forth in the Secured Transaction Documents. After all Events of Default have been cured or waived, the Collateral Agent shall, within five Business Days after all such Events of Default have been cured or waived, repay to 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 subsection (c)(i)(C) and which remain in such account.
(B) Upon the direction of the Collateral Agent, all rights of each U.S. 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 the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that, unless otherwise directed by the Required Investors, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit 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 consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of subsection (c)(i)(A).
Appears in 1 contract
Voting and Distributions. (i) Unless and until an So long as no Event of Default shall have occurred and be continuing:
(A) Each except as otherwise provided in this Section 4.7 or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and/or and other consensual rights and powers inuring pertaining to an owner of the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf, or any part thereof, thereof for any purpose consistent not inconsistent with the terms of this Security Agreement, the Credit Agreement and or the other Loan Documents; provided, however, that such Grantor will not be entitled to exercise any such right if unless the result thereof could reasonably be expected to materially and adversely affect the rights inuring to a holder of the Investment-Related Property or the rights and remedies of the Administrative Agent or any of the other Secured Parties under this Security Agreement, the Credit Agreement or any other Loan Document or the ability of any of the Secured Parties to exercise the same.;
(B) The the Administrative Agent shall promptly execute and deliver to each Grantor, (or cause to be executed and delivered delivered), at the expense of such Grantor, to each Grantor, Grantor all such proxies, powers of attorney proxies and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling it such Grantor to exercise the voting and/or and other consensual rights when and powers to the extent that it is entitled to exercise the same pursuant to subsection clause (c)(i)(Ag)(i)(A) above and to receive the cash payments Dividends that it is entitled to receive pursuant to subsection clause (c)(i)(C).g)(i)(C) below; and
(C) Each each Grantor shall be entitled to receive, receive and retain and use any and all cash dividendsDividends, interest and principal interest, principal, distributions, Securities or other property paid on the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf to the extent and only to the extent that such cash dividendsDividends, interest and principal interest, principal, distributions, Securities or other property are not prohibited permitted by, and not otherwise paid in a manner that violates accordance with the terms and conditions of of, the Credit Agreement, the other Loan Documents and applicable laws. All non-cash dividendsnoncash Dividends, interest and interest, principal, distributions, Securities or other property, and all dividendsDividends, interest and principal 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 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 behalfPledged Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in of the issuer of any issuer Pledged Collateral or received in exchange for any Investment-Related Property, 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, and, if received by such Grantor, shall not be commingled with Collateral without 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)further action.
(ii) Without limiting the generality of the foregoing, upon Upon the occurrence and during the continuance of an Event of Default:
(Ai) All 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 dividendsexercise 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, in each case in any manner the Administrative Agent deems advisable in its sole discretion for or against any or all matters submitted, or which may be submitted, to a vote of shareholders, partners or members, as the case may be, and to exercise all other rights, powers, privileges and remedies to which any such shareholders, partners or members would be entitled. The power-of-attorney and irrevocable proxy granted hereby are effective automatically upon the occurrence of an Event of Default without the necessity that any action (including, without limitation, that any transfer of any of the Pledged Collateral be recorded on the books and records of the issuer of 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 Person (including the issuer of the relevant Pledged 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 Administrative Agent to the Grantors, all rights of the Grantors to Dividends, interest or principal that it any Grantor is authorized to receive pursuant to subsection clause (c)(i)(Cg)(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 dividendsDividends, interest or principal, as applicable. All dividends, interest principal and principal received by or on behalf of any Grantor contrary to apply them to the provisions Obligations in accordance with this Agreement and the other Loan Documents. After all Event of this Section shall 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 consensual rights and powers that it would otherwise 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 entitled to exercise pursuant to the Administrative Agent upon demand in theterms of clause (g)(i) above.
Appears in 1 contract
Samples: Revolving Credit Agreement (Palantir Technologies Inc.)
Voting and Distributions. (ia) 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”):
(Ai) Each Grantor The Borrower shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related Property included in the Collateral owned or held by it or on its behalf, or any part thereof, for any purpose consistent with the terms of this Security Agreement and the other Loan Credit Documents; provided, however, that such Grantor the Borrower will not be entitled to exercise any such right if the result thereof could would materially and adversely affect the rights inuring to a holder of the Investment-Related Property Collateral or the rights and remedies of any of the Secured Parties Administrative Agent under this Security Agreement or any other Loan Credit Document or the ability of any of the Secured Parties Administrative Agent to exercise the same.
(Bii) The Administrative Agent shall execute and deliver to each Grantorthe Borrower, or cause to be executed and delivered to each Grantorthe Borrower, all such proxies, powers of attorney and other instruments as such Grantor 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)(ASection 5(a)(i) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(CSection 5(a)(iii).
(Ciii) Each Grantor Subject to the Security Interest created hereby and the terms and conditions of the Credit Documents, the Borrower shall be entitled to receive, retain and use any and all cash dividends, distributions, 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 byon, and not otherwise paid in a manner that violates the terms and conditions of the Credit AgreementProceeds of, 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 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, 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).
(iib) Without limiting Upon receipt by the generality Borrower of the foregoing, upon the occurrence and during the continuance of an Event of Defaulta Collateral Notice:
(Ai) All To the extent not prohibited by applicable law, all rights of each Grantor the Borrower to receive and retain dividends, distributions, interest or and principal paid on, and Proceeds of, the Collateral that it is authorized to receive pursuant to subsection (c)(i)(CSection 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, interest or principaldistributions, interest, principal and Proceeds, as applicable. All dividends, interest distributions, interest, principal and principal Proceeds received by or on behalf of any Grantor the Borrower contrary to the provisions of this Section shall be held in trust for the benefit of the Administrative AgentSecured Parties, shall be segregated from other property or funds of such Grantor the Borrower and shall be forthwith delivered to the Administrative Agent or the Custodian upon demand in thethe 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 all rights with respect to the funds and other 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 the Obligations or any costs of collection.
(ii) To the extent not prohibited under the Applicable Law, all rights of the Borrower to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 5(a)(i), and the obligations of the Administrative Agent under Section 5(a)(ii), 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 exercise such voting and consensual rights and powers, provided that the Administrative Agent shall have the right from time to time to permit the Borrower to exercise such rights.
Appears in 1 contract
Samples: Credit Agreement (Aberdeen Asia-Pacific Income Fund Inc)
Voting and Distributions. (i) Unless and until an So long as no Event of Default shall have occurred and be continuing:
(A) Each except as otherwise provided in this Section 4.7 or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and/or and other consensual rights and powers inuring pertaining to an owner of the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf, or any part thereof, thereof for any purpose consistent not inconsistent with the terms of this Security Agreement, the Credit Agreement and or the other Loan Documents; provided, however, that such Grantor will not be entitled to exercise any such right if unless the result thereof could reasonably be expected to 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 Parties under this Security Agreement, the Credit Agreement or any other Loan Document or the ability of any of the Secured Parties to exercise the same.;
(B) The Administrative the Collateral Agent shall promptly execute and deliver to each Grantor, (or cause to be executed and delivered delivered) to each Grantor, Grantor all such proxies, powers of attorney proxies and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling it such Grantor to exercise the voting and/or and other consensual rights when and powers to the extent that it is entitled to exercise the same pursuant to subsection clause (c)(i)(Af)(i)(A) above and to receive the cash payments Dividends that it is entitled to receive pursuant to subsection clause (c)(i)(C).f)(i)(C) below; and
(C) Each each Grantor shall be entitled to receive, receive and retain and use any and all cash dividendsDividends, interest and principal interest, principal, distributions, Securities or other property paid on the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf to the extent and only to the extent that such cash dividendsDividends, interest and principal interest, principal, distributions, Securities or other property are not prohibited permitted by, and not otherwise paid in a manner that violates accordance with the terms and conditions of the Credit Agreement, the other Loan Documents and applicable lawsloans. All non-cash dividendsnoncash Dividends, interest and interest, principal, distributions, Securities or other property, and all dividendsDividends, interest and principal 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 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 behalfPledged Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in Stock of the issuer of any issuer Pledged Collateral or received in exchange for any Investment-Related Property, 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 CollateralCollateral 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 received by applicable, "control" (as defined in Article 8 or Article 9 of the UCC, as applicable) over such Grantornoncash Dividends, shall not be commingled with interest, principal, distributions, Securities or other property (including delivery thereof to the Collateral Agent (or its agent or designee)) and pending any of its other funds or property but such action such Grantor shall be held separate and apart therefromdeemed to hold such noncash Dividends, shall be held interest, principal, distributions, Securities or other property in trust for the benefit of the Administrative Collateral Agent hereunder and and, to the extent necessary to create and/or maintain the validity, perfection or priority of the Security Interest in such property shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement)segregated from all other property of such Grantor.
(ii) Without limiting the generality of the foregoing, upon Upon the occurrence and during the continuance of an Event of Default:
(A) All all rights of the Grantors to exercise or refrain from exercising the voting and other consensual rights that they would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; provided that, subject to the terms of the Credit Agreement, the Collateral Agent shall have the right from time to time following the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights;
(B) in order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all Dividends, interest and other distributions that it may be entitled to receive hereunder: (1) the Grantors shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent (or its agent or designee) all proxies, Dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request 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 dividendsDividends, interest or principal that it any Grantor is authorized to receive pursuant to subsection clause (c)(i)(Cf)(i)(C) above shall cease, and all such rights shall thereupon become vested in the Administrative Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividendsDividends, interest or principal. After all Event of Defaults have been cured or waived or the underlying notice (if applicable) has been rescinded, as applicable. All dividends, interest each Grantor will have the right to exercise the voting and principal received by or on behalf of any Grantor contrary consensual rights and powers that it would otherwise be entitled to exercise pursuant to the provisions terms 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 theclause (f)(i) above.
Appears in 1 contract
Voting and Distributions. (i) Unless and until an Event of Default shall have occurred and be continuing:
(A) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related Property included in the Collateral owned or held by it or on its behalf, or any part thereof, for any purpose consistent with the terms of this Security Agreement and the other Loan Documents; provided, however, that such Grantor will not be entitled to exercise 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 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 execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(C).
(C) Each Grantor shall be entitled to receive, retain and use any and all cash dividends, interest and principal paid on the 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 (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 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, 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 continuance of an Event of Default:
(A) All all rights of each Grantor to dividends, interest or principal that it is authorized to receive pursuant 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 thethe 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 Parties, upon receipt of such money or other property and shall 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 all rights with respect to the funds and other property from time to time therein or credited thereto as set forth in the Loan Documents. After all Events of Default have been cured or waived, the Administrative Agent shall, promptly after all Events of Default have been cured or waived, 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 such 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 Administrative Agent under subsection (c)(i)(B), 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 exercise such voting and consensual rights and powers, provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit such Grantor to exercise such rights. After all Events of Default have been cured or waived, the applicable Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of subsection (c)(i)(A).
Appears in 1 contract
Samples: Pledge and Security Agreement
Voting and Distributions. (i) Unless and until an So long as no Event of Default shall have occurred and be continuing:
(A) Each , each Grantor shall be entitled to exercise or refrain from exercising any and all voting and/or and other consensual rights and powers inuring pertaining to an owner of the Investment-Investment Related Property included in the Collateral owned or held by it or on its behalf, or any part thereof, thereof for any purpose consistent with not in violation of the terms of this Security Agreement and the other Loan Documents; provided, however, that such Grantor will not be entitled to exercise 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 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 execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(C).
(C) Each Grantor shall be entitled to receive, retain and use any and all cash dividends, interest and principal paid on the 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 (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 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, 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 [reserved];
(iii) Upon the occurrence and during the continuance continuation of an Event of Default:
(A) All all rights of each Grantor to dividendsexercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease upon the Collateral Agent (personally or through an agent) exercising its rights to (i) transfer and register in the Collateral Agent's name, interest or principal 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 it is authorized such transfer and registration may be effected by the Collateral Agent by the delivery of a Registration Page to receive 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 subsection the terms hereof, (c)(i)(Cii) shall ceaseexchange 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 status 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 as a member, shareholder, or other owner of any Issuer) with full power of substitution to do so, (iv) collect and shall be forthwith delivered receive all dividends and other payments and distributions made thereon, (v) notify the parties obligated on any of the Investment Related Property to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder, (vi) endorse instruments in the 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 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 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 order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request (acting upon demand a Direction of the Requisite Lenders) and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney and proxy set forth in theSection 6.1.
Appears in 1 contract
Voting and Distributions. (i) Unless and until an Event of Default shall have occurred and be continuing:
(A) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related Property included in the Collateral owned or held by it or on its behalfInvestment Property, or any part thereof, for any purpose consistent not inconsistent with the terms of this Guarantee and Security Agreement and the other Loan Secured Transaction Documents; provided, however, that such Grantor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment-Related Investment Property or the rights and remedies of any of the Secured Parties Collateral Agent under this Guarantee and Security Agreement or any other Loan Secured Transaction Document or the ability of any of the Secured Parties Collateral Agent to exercise the same.
(B) The Administrative Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(C).
(C) Each Grantor shall be entitled to receive, retain and use any and all cash dividends, interest and principal paid on the Investment-Related Investment 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 accordance with, the terms and conditions of the Credit Securities Purchase Agreement, the other Loan Secured Transaction Documents and applicable laws. All non-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 behalfInvestment 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-Related 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, 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 Collateral Agent hereunder and shall be forthwith delivered to the Administrative 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 continuance of an Event of Default:
(A) All Upon the direction of the Collateral Agent, all rights of each Grantor to dividends, interest or principal that it is authorized to receive pursuant to subsection (c)(i)(C) shall cease, and all such rights shall thereupon become vested in the Administrative 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 Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Administrative Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Administrative Collateral Agent upon demand in thethe 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 Parties, upon receipt of such money or other property and shall 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 all rights with respect to the funds and other property from time to time deposited therein or credited thereto as set forth in the Secured Transaction Documents. After all Events of Default have been cured or waived, the Collateral Agent shall, within five Business Days after all such Events of Default have been cured or waived, 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 such account.
(B) Upon the direction of the Collateral Agent, 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 the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that, unless otherwise directed by the Investor, the Collateral Agent shall have the right from time to time upon the occurrence of and during the continuance of an Event of Default to permit such Grantor to exercise such rights. After all Events of Default have been cured or waived, the applicable Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of subsection (c)(i)(A).
Appears in 1 contract
Samples: Guarantee and Security Agreement (Mandalay Media, Inc.)
Voting and Distributions. (i) Unless and until an So long as no Event of Default shall have occurred and be continuing:
(A) Each except as otherwise provided in this Section 4.7 or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and/or and other consensual rights and powers inuring pertaining to an owner of the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf, or any part thereof, thereof for any purpose consistent not inconsistent with the terms of this Security Agreement, the Credit Agreement and or the other Loan Documents; provided, however, that such Grantor will not be entitled to exercise any such right if unless the result thereof could reasonably be expected to 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 Parties under this Security Agreement, the Credit Agreement or any other Loan Document or the ability of any of the Secured Parties to exercise the same.;
(B) The Administrative the Collateral Agent shall promptly execute and deliver to each Grantor, (or cause to be executed and delivered delivered) to each Grantor, Grantor all such proxies, powers of attorney proxies and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling it such Grantor to exercise the voting and/or and other consensual rights when and powers to the extent that it is entitled to exercise the same pursuant to subsection clause (c)(i)(Af)(i)(A) above and to receive the cash payments Dividends that it is entitled to receive pursuant to subsection clause (c)(i)(C).f)(i)(C) below; and
(C) Each each Grantor shall be entitled to receive, receive and retain and use any and all cash dividendsDividends, interest and principal interest, principal, distributions, Securities or other property paid on the Investment-Related Property included in the Pledged Collateral owned or held by it or on its behalf to the extent and only to the extent that such cash dividendsDividends, interest and principal interest, principal, distributions, Securities or other property are not prohibited permitted by, and not otherwise paid in a manner that violates accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws. All non-cash dividendsnoncash Dividends, interest and interest, principal, distributions, Securities or other property, and all dividendsDividends, interest and principal 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 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 behalfPledged Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in Stock of the issuer of any issuer Pledged Collateral or received in exchange for any Investment-Related Property, 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 CollateralCollateral 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 received by applicable, “control” (as defined in Article 8 or Article 9 of the UCC, as applicable) over such Grantornoncash Dividends, shall not be commingled with interest, principal, distributions, Securities or other property (including delivery thereof to the Collateral Agent (or its agent or designee)) and pending any of its other funds or property but such action such Grantor shall be held separate and apart therefromdeemed to hold such noncash Dividends, shall be held interest, principal, distributions, Securities or other property in trust for the benefit of the Administrative Collateral Agent hereunder and and, to the extent necessary to create and/or maintain the validity, perfection or priority of the Security Interest in such property shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement)segregated from all other property of such Grantor.
(ii) Without limiting the generality of the foregoing, upon Upon the occurrence and during the continuance of an Event of Default:
(A) All upon written notice by the Collateral Agent to the Grantors, all rights of the Grantors to exercise or refrain from exercising the voting and other consensual rights that they would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; provided that, subject to the terms of the Credit Agreement, the Collateral Agent shall have the right from time to time following the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights;
(B) in order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all Dividends, interest and other distributions that it may be entitled to receive hereunder: (1) the Grantors shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent (or its agent or designee) all proxies, Dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request 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 dividendsthe Grantors, all rights of the Grantors to Dividends, interest or principal that it any Grantor is authorized to receive pursuant to subsection clause (c)(i)(Cf)(i)(C) above shall cease, and all such rights shall thereupon become vested in the Administrative Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividendsDividends, interest or principal. After all Event of Defaults have been cured or waived or the underlying notice (if applicable) has been rescinded, as applicable. All dividends, interest each Grantor will have the right to exercise the voting and principal received by or on behalf of any Grantor contrary consensual rights and powers that it would otherwise be entitled to exercise pursuant to the provisions terms 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 theclause (f)(i) above.
Appears in 1 contract
Voting and Distributions. (i) Unless and until an Event of Default shall have occurred and be continuing:
(A) Each U.S. Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related Property included in the Collateral owned or held by it or on its behalfInvestment Property, or any part thereof, for any purpose consistent with the terms of this Guaranty and Security Agreement and the other Loan Secured Transaction Documents; provided, however, that such U.S. Grantor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment-Related Investment Property or the rights and remedies of any of the Secured Parties Collateral Agent under this Guaranty and Security Agreement or any other Loan Secured Transaction Document or the ability of any of the Secured Parties Collateral Agent to exercise the same.
(B) The Administrative 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 (c)(i)(A) 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, retain and use any and all cash dividends, interest and principal paid on the Investment-Related Investment 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 accordance with, the terms and conditions of the Credit Securities Purchase Agreement, the other Loan 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 (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 behalfInvestment 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-Related 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, 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 Administrative Collateral Agent hereunder and shall be forthwith delivered to the Administrative 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 continuance of an Event of Default:
(A) All Upon the direction of the Collateral Agent, all rights of each U.S. Grantor to dividends, interest or principal that it is authorized to receive pursuant to subsection (c)(i)(C) shall cease, and all such rights shall thereupon become vested in the Administrative 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 Administrative Collateral Agent, shall be segregated from other property or funds of such U.S. Grantor and shall be forthwith delivered to the Administrative Collateral Agent upon demand in thethe 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 Parties, upon receipt of such money or other property and shall 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 all rights with respect to the funds and other property from time to time deposited therein or credited thereto as set forth in the Secured Transaction Documents. After all Events of Default have been cured or waived, the Collateral Agent shall, within five (5) Business Days after all such Events of Default have been cured or waived, repay to 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 subsection (c)(i)(C) and which remain in such account.
(B) Upon the direction of the Collateral Agent, all rights of each U.S. 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 the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that, unless otherwise directed by the Required Investors, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit 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 consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of subsection (c)(i)(A).
Appears in 1 contract
Voting and Distributions. (ia) Unless and until an Event of Default shall have occurred and be continuing:
(Ai) Each The Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related Property included in the Collateral owned or held by it or on its behalfPledged Equity Interests, or any part thereof, for any purpose consistent with the terms of this Security Pledge Agreement and the other Loan Documents; provided, however, that such the Grantor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment-Related Property Pledged Equity Interests or the rights and remedies of any of the Secured Parties under this Security Pledge Agreement or any other Loan Document or the ability of any of the Secured Parties to exercise the same.
(Bii) The Administrative Agent shall execute and deliver to each the Grantor, or cause to be executed and delivered to each the Grantor, all such proxies, powers of attorney and other instruments as such 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 (c)(i)(Aa)(i) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(Ca)(iii).
(Ciii) Each The Grantor shall be entitled to receive, retain and 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 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 (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 behalfPledged 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 Investment-Related PropertyPledged 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 CollateralPledged Equity Interests, and, if received by such 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).
(iib) Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default:
(Ai) All rights of each the Grantor to dividends, interest or principal that it is authorized to receive pursuant to subsection (c)(i)(Ca)(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 any 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 such the Grantor and shall be forthwith delivered to the Administrative Agent upon demand in thethe 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 Parties, upon receipt of such money or other property and shall 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 all rights with respect to the funds and other property from time to time therein or credited thereto as set forth in the Loan Documents. After all Events of Default have been cured or waived, the Administrative Agent shall, within five Business Days after all such Events of Default have been cured or waived, repay to the Grantor all cash dividends, interest and principal (without interest) that the Grantor would otherwise be permitted to retain pursuant 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 the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit 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 consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of subsection (a)(i).
Appears in 1 contract
Samples: Credit Agreement (Virtus Investment Partners, Inc.)
Voting and Distributions. (i) Unless and until an Event of Default shall have occurred and be continuing:
(A) Each The Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related Property included in the Collateral owned or held by it or on its behalfInvestment Property, or any part thereof, for any purpose consistent not inconsistent with the terms of this Security Agreement and the other Loan Secured Transaction Documents; provided, however, that such the Grantor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment-Related Investment Property or the rights and remedies of any of the Secured Parties Collateral Agent under this Security Agreement or any other Loan Secured Transaction Document or the ability of any of the Secured Parties Collateral Agent to exercise the same.
(B) The Administrative Collateral Agent shall execute and deliver to each the Grantor, or cause to be executed and delivered to each the Grantor, all such proxies, powers of attorney and other instruments as such 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 (c)(i)(A) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(C).
(C) Each The Grantor shall be entitled to receive, retain and use any and all cash dividends, interest and principal paid on the Investment-Related Investment 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 accordance with, the terms and conditions of the Credit Agreement, the other Loan Secured Transaction Documents and applicable laws. All non-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 behalfInvestment 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-Related 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, and, if received by such 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 Collateral Agent hereunder and shall be forthwith delivered to the Administrative 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 continuance of an Event of Default:
(A) All Upon the direction of the Collateral Agent, all rights of each the Grantor to dividends, interest or principal that it is authorized to receive pursuant to subsection (c)(i)(C) shall cease, and all such rights shall thereupon become vested in the Administrative 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 Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Administrative Collateral Agent, shall be segregated from other property or funds of such the Grantor and shall be forthwith delivered to the Administrative Collateral Agent upon demand in thethe 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 Parties, upon receipt of such money or other property and shall 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 all rights with respect to the funds and other property from time to time deposited therein or credited thereto as set forth in the Secured Transaction Documents. After all Events of Default have been cured or waived, the Collateral Agent shall, within five Business Days after all such Events of Default have been cured or waived, repay to the applicable Grantor all cash dividends, interest and principal (without interest) that the Grantor would otherwise be permitted to retain pursuant to the terms of subsection (c)(i)(C) and which remain in such account.
(B) Upon the direction of the Collateral Agent, all rights of the 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 the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that, unless otherwise directed by the Investors, the Collateral Agent shall have the right from time to time upon the occurrence of and during the continuance of an Event of Default to permit the Grantor to exercise such rights. After all Events of Default have been cured or waived, the applicable Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of subsection (c)(i)(A).
Appears in 1 contract
Samples: Security Agreement (Loton, Corp)
