Voting and Ownership of Shares Sample Clauses

Voting and Ownership of Shares. So long as no Event of Default has occurred and is continuing under the Credit Agreement, the Pledgor shall be entitled to: (a) vote the Collateral; and (b) receive all dividends and distributions paid on or with respect to the Collateral in cash (but only such dividends and distributions paid in cash), provided that all dividends, distributions, income or proceeds of the Collateral (other than those paid in cash prior to the occurrence and continuance of an Event of Default and permitted to be so paid in cash in accordance with the Credit Agreement) shall be, promptly after receipt thereof by the Pledgor, delivered to the Administrative Agent and held as security in accordance with this Agreement and, until so delivered to the Administrative Agent, shall be held in trust by the Pledgor for and on behalf of the Administrative Agent; and in all events the Pledgor shall comply with all applicable terms and provisions of the Credit Agreement and the other Loan Documents to which the Pledgor is a party. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall, upon five (5) Business Days’ written notice to the Pledgor, be entitled to exercise (but without any obligation to do so) all voting rights and privileges whatsoever with respect to the Collateral until the Full Payment of the Obligations, including, without limitation, voting the Collateral to remove the directors, officers and/or individuals performing similar functions of the Pledged Subsidiaries or any of them, and to elect new directors, officers and/or individuals performing similar functions who shall thereafter manage the affairs of the Pledged Subsidiaries, operate their respective properties and carry on their respective businesses and otherwise take any action with respect thereto as they shall deem necessary or appropriate. The Pledgor hereby grants to the Administrative Agent an irrevocable voting proxy for the Administrative Agent or, at the Administrative Agent’s option, any nominee of the Administrative Agent as the Administrative Agent may designate to exercise such voting rights and privileges, upon the occurrence and during the continuance of any Default. Promptly upon the written request of the Administrative Agent and after the occurrence and during the continuance of an Event of Default, the Pledgor agrees that the Pledgor shall promptly deliver to the Administrative Agent all proxies and other agreements, documents and instruments neces...
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Voting and Ownership of Shares. So long as no Event of Default occurs hereunder or under the Note (and upon the occurrence of an Event of Default, then following the cure of such Event of Default), the Stockholder shall be entitled to vote the Stock, but only for purposes not inconsistent with the covenants, obligations and conditions contained in this Stock Pledge Agreement. Immediately upon the occurrence of any "Event of Default", as hereinafter defined, and for so long as such Event of Default continues, the Lender shall be entitled to exercise all voting rights and privileges whatsoever with respect to the Stock, and to that end the Stockholder hereby appoints the Lender as its proxy and attorney-in-fact for purposes of voting the Stock, and this appointment shall be deemed coupled with an interest and is and shall be irrevocable until all of the Stockholder's obligations to the Lender have been fully and finally paid. All persons whatsoever shall be conclusively entitled to rely upon the Lender's oral or written certification that it is entitled to vote the Stock hereunder. The Stockholder shall execute and deliver to the Lender any additional proxies and powers of attorney that the Lender may desire in order to vote more effectively the Stock in its own name. Upon the occurrence of any Event of Default hereunder and for so long as such Event of Default continues, the Lender may (but shall not be obligated to) vote the Stock.
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Voting and Ownership of Shares. So long as no Event of Default has occurred and is continuing under the Loan Agreement, each Pledgor shall be entitled to (i) vote its respective Stock, and (ii) receive all income and proceeds thereof. Upon the occurrence and during the continuance of any Event of Default under the Loan Agreement, Agent shall, upon ten (10) days written notice to each of the Pledgors, be entitled to exercise all voting rights and privileges whatsoever with respect to the Stock until the Obligations are paid in full, including without limitation, voting the Stock to remove the directors and officers of the Corporation or any of them, and to elect new directors and officers of the Corporation who shall thereafter manage the affairs of the Corporation, operate its respective properties and carry on its respective businesses and otherwise take any action with respect thereto as they shall deem necessary and appropriate.
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Related to Voting and Ownership of Shares

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Transfer and Ownership of Warrants (1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” attached hereto and (b) in the case of Book Entry Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system, and (c) upon compliance with:

  • Organization and Ownership of Shares of Subsidiaries (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

  • Ownership of Shares of the Fund The Adviser shall not take an ownership position in the Fund, and shall not permit any of its shareholders, officers, directors or employees to take a long or short position in the shares of the Fund, except for the purchase of shares of the Fund for investment purposes at the same price as that available to the public at the time of purchase or in connection with the initial capitalization of the Fund.

  • Subsidiaries and Ownership of Stock Schedule 5.9 is a complete and accurate list of the Subsidiaries of such Borrower, showing the jurisdiction of incorporation or organization of each Subsidiary and showing the percentage of such Borrower's ownership of the outstanding stock or other interest of each such Subsidiary. All of the outstanding capital stock or other interest of each such Subsidiary has been validly issued, is fully paid and nonassessable and is owned by such Borrower free and clear of all Liens.

  • Ownership of Subject Shares; Total Shares Such Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities of the Company beneficially owned by such Stockholder as of the date hereof.

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company. Section 4.05

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

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