Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing: (1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof; (2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and (3) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effect: (A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; 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 and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.
Appears in 2 contracts
Sources: Second Lien Pledge and Security Agreement (Vonage Holdings Corp), First Lien Pledge and Security Agreement (Vonage Holdings Corp)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuingcontinuing or Security Agent shall not have made a request under Section 4.4.1(c)(ii) below:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property investment related property in this Agreement or elsewhere herein or in the Credit AgreementIndenture, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit AgreementIndenture; provided, no Grantor shall exercise or refrain from exercising any such right if the Security Agent shall have notified such Grantor that, in the Security Agent’s reasonable judgment, such action could reasonably be expected to would have a Material Adverse Effect material adverse effect on the value of the Investment Related Property or any substantial part thereof;; and provided further, such Grantor shall give the Security Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Indenture, shall be deemed inconsistent with the terms of this Agreement or the Indenture within the meaning of this Section 4.4.1(c)(i)(1), and no notice of any such voting or consent need be given to the Security Agent; and
(2) the Collateral Security Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and
(3) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effect:
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; 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 and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.
Appears in 2 contracts
Sources: Notes Pledge and Security Agreement (Altice USA, Inc.), Notes Pledge and Security Agreement (Altice USA, Inc.)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
Subject to clause (1ii) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreementbelow, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;.
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and
(3ii) Upon the occurrence and during the continuation of an Event of Default and following written notice from by the Collateral Agent to such effect:Grantor (although no such notice shall be required if an Event of Default under Section 7.01(h) or (i) of the Credit Agreement has occurred and is continuing):
(A) all rights of each such Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; 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: (1y) each such 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 and (2z) each such Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Empire Resorts Inc), Pledge and Security Agreement (Empire Resorts Inc)
Voting and Distributions. (iA) So long as no Event of Default shall have occurred and be continuing, subject to applicable laws:
(1A) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit any Secured Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;and
(2B) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, proxies and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1A) above; and.
(3B) Upon the occurrence and during the continuation of an Event of Default Default, subject to applicable laws and notice from the Collateral Agent to such effectterms of the Secured Agreements and the Intercreditor Agreement:
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; 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 necessary or as Collateral Agent (at the written direction of the Acting Secured Parties) 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 6.16.
Appears in 2 contracts
Sources: Security Agreement (Xm Satellite Radio Inc), Security Agreement (Xm Satellite Radio Inc)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreementthereof; provided, no Grantor shall exercise or refrain from exercising any such right if Agent shall have notified such Grantor that, in Agent’s reasonable judgment, such action could reasonably be expected to would have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;Effect; and
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and.
(3ii) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effectDefault:
(A1) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(B2) 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: (1A) 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 and (2B) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit and Guaranty Agreement (Euramax International, Inc.), Pledge and Security Agreement (Euramax International, Inc.)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1A) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property Indenture or any part thereof;other Note Document; and
(2B) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1A) above; and;
(3ii) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effectDefault:
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; 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 and (2) the each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.16.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Evergreen Solar Inc), Pledge and Security Agreement (Evergreen Solar Inc)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any material part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, provided no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to would have a Material Adverse Effect on the value of the Investment Related Property or any material part thereof; and provided further, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Equity Interests for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.4.1(c)(i)(1), and no notice of any such voting or consent need be given to the Collateral Agent;
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and
(3) Upon upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effectDefault:
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; 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 and (2) the each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Joe's Jeans Inc.), Guarantee and Collateral Agreement (Joe's Jeans Inc.)
Voting and Distributions. (i) So long as no an Event of Default shall have not have occurred and be continuing:
(1A) except as otherwise provided under the covenants and agreements relating to Investment Related Property in Section 3.03(b)(i) of this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; providedthereof, provided that no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to (1) that would have a Material Adverse Effect on Effect; or (2) for any purpose inconsistent with the value terms of this Agreement or the Investment Related Property Indenture; it being understood, however, that for the purpose of clause (1) above neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at any part thereof;meeting of stockholders or action by written consent in lieu thereof or with respect to incidental matters at any such meeting or in such consent, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Indenture, shall be deemed inconsistent with the terms of this Agreement or the Indenture within the meaning of this Section 3.03(d)(i)(A); and
(2B) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1A) above; and;
(3ii) Upon the occurrence and during the continuation of an Event of Default and notice from Default, subject to the Collateral Agent to such effect:Intercreditor Agreement (if applicable):
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right but not the obligation to exercise such voting and other consensual rights; 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 are necessary for the Collateral Agent may from time to time reasonably request exercise such right and receive such dividends or distributions and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.15.01.
Appears in 2 contracts
Sources: Security Agreement (Oppenheimer Holdings Inc), Security Agreement (Oppenheimer Holdings Inc)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
Subject to clause (1ii) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreementbelow, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;. 18
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and
(3ii) Upon the occurrence and during the continuation of an Event of Default and following written notice from by the Collateral Agent to such effect:
Grantor (although no such notice shall be required if an Event of Default under Section 7.01(h) or (i) of the Credit Agreement has occurred and is continuing): (A) all rights of each such Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; and
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: (1y) each such 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 and (2z) each such Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.
Appears in 1 contract
Sources: Pledge and Security Agreement
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent in violation with the terms of this this. Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;and
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and;
(3ii) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effectDefault:
(A1) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(B2) 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 and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent has not given the Pledgor five (5) Business Days prior written notice to the contrary:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property Pledged Equity Interests or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;and
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor the Pledgor all proxies, proxies and other instruments as such Grantor the Pledgor may from time to time reasonably request for the purpose of enabling such Grantor the Pledgor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and.
(3ii) Upon the occurrence and during the continuation of an Event of Default and upon five (5) Business Days’ prior written notice from the Collateral Agent to the Pledgor of the Collateral Agent’s intention to exercise such effectrights:
(A1) all rights of each Grantor the Pledgor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(B2) 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 the Pledgor 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 and (2) each Grantor the Pledgor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.
Appears in 1 contract
Voting and Distributions. (i) So long as no an Event of Default shall have not have occurred and be continuing:
(1A) except as otherwise provided under the covenants and agreements relating to Investment Related Property in Section 3.04(b)(i) of this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof thereof, provided that no Grantor shall exercise or refrain from exercising any such right (1) that would have a Material Adverse Effect; or (2) for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; providedit being understood, no however, that for the purpose of clause (1) above neither the voting by such Grantor shall exercise of any Pledged Stock for, or refrain from exercising such Grantor’s consent to, the election of directors (or similar governing body) at any meeting of stockholders or action by written consent in lieu thereof or with respect to incidental matters at any such right if meeting or in such consent, nor such Grantor’s consent to or approval of any action could reasonably otherwise permitted under this Agreement and the Credit Agreement, shall be expected to have a Material Adverse Effect on deemed NY12534:167338.25 inconsistent with the value terms of this Agreement or the Investment Related Property or any part thereof;Credit Agreement within the meaning of this Section 3.04(d)(i)(A); and
(2B) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1A) above; and;
(3ii) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effectDefault:
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right but not the obligation to exercise such voting and other consensual rights; 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: (1A) 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 and (2B) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.15.01.
Appears in 1 contract
Sources: Pledge and Security Agreement (Oppenheimer Holdings Inc)
Voting and Distributions. (i1) So long as no Event of Default shall have occurred and be continuing:
(1A) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere expressly set forth herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;and
(2B) the Collateral Administrative Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and;
(32) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effectDefault:
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(B) in order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1A) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (2B) each Grantor acknowledges that the Collateral Administrative Agent may utilize the power of attorney set forth in Section 6.16.01.
Appears in 1 contract
Sources: Pledge and Security Agreement (Fusion Telecommunications International Inc)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action could reasonably be expected to would have a Material Adverse Effect on Effect; and provided further, such Grantor shall give the value Collateral Agent at least five (5) Business Days prior written notice of the Investment Related Property manner in which it intends to exercise, or the reasons for refraining from exercising, any part thereof;such right in such circumstances described in the preceding proviso; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to ordinary course of business matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.4(c)(i)(1), and no notice of any such voting or consent need be given to the Collateral Agent; and
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and;
(3ii) Upon the occurrence and during the continuation of an Event of Default and upon written notice from the Collateral Agent to such effectthe applicable Grantor:
(A1) all rights of each such Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(B2) 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 and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1. After any and all Events of Default have been cured or waived, Grantor shall have the right to exercise voting and other consensual rights that it would otherwise be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder.
Appears in 1 contract
Sources: Second Lien Pledge and Security Agreement (Dura Automotive Systems Inc)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) , except as otherwise provided under the covenants and agreements relating to Investment Related Property investment related property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; thereof, provided, no Grantor shall exercise or refrain from exercising any such right (1) if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent's reasonable judgment, such action could reasonably be expected to would have a Material Adverse Effect on Effect; or (2) for any purpose inconsistent with the value terms of this Agreement or the Investment Related Property or any part thereofCredit Agreement;
(2ii) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1ii) above; and
(3iii) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effect:Default: 101
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right but not the obligation to exercise such voting and other consensual rights; 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 and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property investment related property in this Security Agreement or elsewhere herein or in the Credit AgreementIndenture, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Security Agreement or the Credit AgreementIndenture; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;and
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and.
(3ii) Upon the occurrence and during the continuation of an Event of Default and notice from Default, at the option of the Collateral Agent to such effectAgent:
(A1) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(B2) 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 and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.16.1 hereof.
Appears in 1 contract
Sources: Security Agreement
Voting and Distributions. (iA) So long as no Event of Default shall have occurred and be continuing. subject to applicable laws:
(1A) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other otter consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit any Secured Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;and
(2B) the Collateral Agent Trustee shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, proxies and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1A) above; and.
(3B) Upon the occurrence and during the continuation of an Event of Default Default, subject to applicable laws and notice from the Collateral Agent to such effectterms of the Indenture:
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent Trustee who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(B) in order to permit the Collateral Agent Trustee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Trustee all proxies, dividend payment orders and other instruments as necessary or as Collateral Trustee (at the Collateral Agent written direction of the Secured Parties) may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent Trustee may utilize the power of attorney set forth in Section 6.16.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuingcontinuing subject to applicable Gaming Laws:
(1A) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor Debtor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit AgreementIndenture; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;and
(2B) the Collateral Agent Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor Debtor all proxies, and other instruments as such Grantor Debtor may from time to time reasonably request for the purpose of enabling such Grantor Debtor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1A) above; and;
(3ii) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent subject to such effect:Section 7.6(a):
(A) all rights of each Grantor Debtor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(B) in order to permit the Collateral Agent Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Secured Party all proxies, dividend payment orders and other instruments as the Collateral Agent Secured Party may from time to time reasonably request and (2) each Grantor Debtor acknowledges that the Collateral Agent Secured Party may utilize the power of attorney set forth in Section 6.16.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing, until written notice from Collateral Agent:
(1A) to such Grantor (which may be given concurrently), except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere set forth herein or in the any other Credit AgreementDocument, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit AgreementDocument; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;and
(2B) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1A) above; and;
(3ii) Upon (x) the occurrence and during the continuation of an Event of Default and (y) upon written notice from the Collateral Agent to such effect:any Grantor (which may be given concurrently):
(A) all rights of each such Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto this Agreement shall immediately 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; 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 to this Agreement and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each such 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 and (2) each such Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.
Appears in 1 contract
Sources: Pledge and Security Agreement (Lifecore Biomedical, Inc. \De\)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit AgreementSecurity Documents, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereofSecurity Documents;
(2) the Collateral Agent Trustee, at Grantor’s expense, shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and
(3) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effectDefault:
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent Trustee who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(B) in order to permit the Collateral Agent Trustee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Trustee all proxies, dividend payment orders and other instruments as the Collateral Agent Trustee may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent Trustee may utilize the power of attorney set forth in Section 6.1.
Appears in 1 contract
Sources: Pledge and Security Agreement (Euramax International, Inc.)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent in violation with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;and
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and;
(3ii) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effectDefault:
(A1) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right right, subject to the terms of the Intercreditor Agreement, to exercise such voting and other consensual rights; and
(B2) 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 and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.
Appears in 1 contract
Sources: Second Lien Credit Agreement (SafeNet Holding Corp)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property investment related property in this Agreement or elsewhere herein or in the Credit AgreementParity Lien Documents, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit AgreementParity Lien Documents; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;and
(2) the Collateral Agent Trustee shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and;
(3) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effectDefault:
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent Trustee who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(B) in order to permit the Collateral Agent Trustee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: :
(1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Trustee all proxies, dividend payment orders and other instruments as the Collateral Agent Trustee may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent Trustee may utilize the power of attorney set forth in Section 6.1.
Appears in 1 contract
Sources: Pledge and Security Agreement (Belden & Blake Corp /Oh/)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property investment related property in this Security Agreement or elsewhere herein or in the Credit AgreementIndenture, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Security Agreement or the Credit AgreementIndenture; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;and
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and.
(3ii) Upon the occurrence and during the continuation of an Event of Default and notice from Default, at the option of the Collateral Agent to such effectAgent:
(A1) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(B2) 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 and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.16.1 hereof.
Appears in 1 contract
Sources: Pledge and Security Agreement (Xerium Technologies Inc)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) , except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;.
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and
(3ii) Upon the occurrence and during the continuation of an Event of Default and Default:
(1) Upon written notice from the Collateral Agent to such effect:
(A) with respect thereto, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(B2) 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: (1A) upon the request of the Collateral Agent, 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 and (2B) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.16.01.
Appears in 1 contract
Sources: First Lien Pledge and Security Agreement (Paramount Acquisition Corp)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) , except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;.
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and
(3ii) Upon the occurrence and during the continuation of an Event of Default and Default:
(1) Upon written notice from the Collateral Agent to such effect:
(A) with respect thereto, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(B2) 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: (1A) upon the request of the Collateral Agent, 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 and (2B) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.16.01.
Appears in 1 contract
Sources: Second Lien Pledge and Security Agreement (Paramount Acquisition Corp)
Voting and Distributions. (i) So long as no Event of Default under any Indenture shall have occurred and be continuing:
(1A) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property Indentures or any part thereof;other Note Document; and
(2B) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1A) above; and;
(3ii) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effectDefault:
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; 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 and (2) the each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.16.
Appears in 1 contract
Sources: Pledge and Security Agreement (Evergreen Solar Inc)
Voting and Distributions. (iA) So long as no Event of Default shall have occurred and be continuing, subject to applicable laws:
(1A) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit any Secured Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;and
(2B) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, proxies and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1A) above; and.
(3B) Upon the occurrence and during the continuation of an Event of Default Default, subject to applicable laws and notice from the Collateral Agent to such effectterms of the Secured Agreements:
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; 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 necessary or as Collateral Agent (at the written direction of the Acting Secured Parties) 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 6.16.
Appears in 1 contract
Sources: Pledge and Security Agreement (Denton Telecom Holdings I, L.L.C.)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1i) except as otherwise provided under the covenants and agreements relating to Investment Related Property investment related property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;
(2ii) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and;
(3iii) Upon upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effectDefault:
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; 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 and (2) the each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.
Appears in 1 contract
Sources: Pledge and Security Agreement (Kraton Polymers LLC)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1A) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere set forth herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, that no Grantor shall exercise or refrain from exercising any such right if Collateral Agent shall have notified such Grantor that, in Collateral Agent’s reasonable judgment, such action could reasonably be expected to would have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;; and provided further, that such Grantor shall give Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 4.4.1(c)(i)(A), and no notice of any such voting or consent need be given to Collateral Agent; and
(2B) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1A) above; and;
(3ii) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effectDefault:
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; 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 WEIL:\96958198\8\71605.0155 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.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1A) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;and
(2B) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when when, and to the extent which which, it is entitled to exercise pursuant to clause (1A) above; and;
(3ii) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effectDefault:
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; 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 and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1SECTION 6.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and
(3) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effect:
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; 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 and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) , except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Financing Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Financing Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and
(3ii) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effectDefault:
(A1) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(B2) 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: hereunder (1x) 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 in writing and (2y) each Grantor acknowledges that the Collateral Agent may may, upon instruction by the Required Lenders, utilize the power of attorney set forth in Section 6.1.
Appears in 1 contract
Sources: Pledge and Security Agreement (Danimer Scientific, Inc.)
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent has not given the Pledgor five (5) Business Days prior written notice to the contrary:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property Pledged Equity Interests or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereof;and
(2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor the Pledgor all proxies, and other instruments as such Grantor the Pledgor may from time to time reasonably request for the purpose of enabling such Grantor the Pledgor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and.
(3ii) Upon the occurrence and during the continuation of an Event of Default and upon five (5) Business Days prior written notice from the Collateral Agent to the Pledgor of the Collateral Agent’s intention to exercise such effectrights:
(A1) all rights of each Grantor the Pledgor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and
(B2) 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 the Pledgor 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 and (2) each Grantor the Pledgor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the First Lien Credit AgreementDocuments, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the First Lien Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if such action could reasonably be expected to have a Material Adverse Effect on the value of the Investment Related Property or any part thereofDocuments;
(2) the Collateral Agent Agent, at Grantor’s expense, shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor with respect to Collateral registered in the name of the Collateral Agent to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above and receive and retain dividends and other payments to the extent which it is entitled pursuant to Section 4.41(a)(ii) above; and
(3) Upon the occurrence and during the continuation of an Event of Default and notice from the Collateral Agent to such effectDefault:
(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; 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 and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.
Appears in 1 contract
Sources: First Lien Pledge and Security Agreement (CVR Energy Inc)