Common use of Voting Rights; Dividends; Etc Clause in Contracts

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) below: (i) Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 12 contracts

Samples: Pledge Agreement (Playboy Enterprises Inc), Pledge Agreement (Playboy Enterprises Inc), Pledge Agreement (Playboy Enterprises Inc)

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Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is continuing and Agent Trustee shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) below: (i) Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, in AgentTrustee's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. (ii) To the extent permitted under the Credit AgreementIndenture, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent Trustee to Company of AgentTrustee's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent Trustee who shall thereupon have the sole right to exercise such voting and other consensual rights, subject to the rights of the Administrative Agent under the BA Security Documents and the Intercreditor Agreement. In order to effect the foregoing, Company hereby grants Agent Trustee an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent Trustee shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent Trustee to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral Collateral, subject to the rights of the Administrative Agent under the BA Security Documents and the Intercreditor Agreement, shall be paid to Agent Trustee and held by Agent Trustee to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect Trustee elects to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 6.10 of the Credit AgreementIndenture). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of AgentTrustee, shall be segregated from other funds of Company and shall be forthwith paid over to Agent Trustee as Pledged Collateral in the same form as so received (with any necessary endorsement)) to the extent not paid to the Administrative Agent pursuant to the BA Security Documents and the Intercreditor Agreement.

Appears in 9 contracts

Samples: Pledge Agreement (Playboy Enterprises Inc), Pledge Agreement (Playboy Enterprises Inc), Pledge Agreement (Playboy Enterprises Inc)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Note shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) belowbe continuing: (i) Company The Grantor shall be entitled to exercise any and all voting and other consensual rights (including without limitation all powers of consent, approval, designation and removal) pertaining to the Pledged Collateral or any part thereof; provided, however, that Company shall thereof for any purpose not exercise inconsistent with the terms of this Agreement or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereofNote. (ii) To The Company shall execute and deliver (or cause to be executed and delivered) to the extent permitted under Grantor all such proxies and other instruments as the Credit Agreement, Company Grantor may reasonably request for the purpose of enabling it to exercise the voting and other rights which the Grantor is entitled to exercise pursuant to paragraph (i) above. (iii) The Grantor shall be entitled to receive (A) any receive, retain and distribute all regularly scheduled periodic cash dividends on the Grantor Stock (including without limitation any portion thereof received by Holdings LLC and distributed thereunder) and all regularly scheduled periodic cash distributions on the LLC Interests, and, with respect to all other cash dividends or other cash distributions upon the Collateral at any time (including without limitation any portion thereof received by Holdings LLC and distributed thereunder), Grantor shall be entitled to receive, retain and distribute only such amount thereof as is necessary to pay any federal, state or local taxes of any kind required by law to be paid by the Grantor thereon and the remainder thereof, together with all other dividends or payable with respect to any other distributions, shall remain as part of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged CollateralCollateral pursuant to Section 2 hereof. (b) If Upon the occurrence and during the continuance of an Event of Default has occurred and is continuing: (i) All Default, all rights of Company the Grantor to exercise the voting and other consensual rights (including without limitation all powers of consent, approval, designation and removal) and to receive dividends or distributions which Company such Grantor would otherwise be entitled to exercise or receive pursuant to subsection 7(a)(i), paragraph (a) above shall cease to be effective upon written notice by Agent to Company of Agent's intent to exercise its rights hereunderfrom the Company, and upon delivery of all such notice rights shall thereupon become vested in Agent the Company who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral rights and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)distributions.

Appears in 8 contracts

Samples: Pledge and Security Agreement (510152 N B LTD), Non Recourse Note (510152 N B LTD), Non Recourse Note (510152 N B LTD)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is continuing and Agent be continuing, the Pledgee shall not have delivered to Company notice request the transfer of the Pledged Shares into its election to exercise name in the rights set forth Company's share register and, until the Pledgee has requested such a transfer in subsection (baccordance with Section 1.6(b) belowhereof: (i) Company the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereofthereof for any purpose not inconsistent with the terms of this Agreement, the Investment Agreement or the other Loan Documents; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof.and (ii) To the extent permitted under the Credit Agreement, Company Pledgor shall be entitled to receive (A) and retain any and all cash dividends and other cash distributions interest paid or payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any the Pledged Collateral. (b) If Upon the occurrence and during the continuation of an Event of Default has occurred Default, the Pledgee may require the Pledged Shares to be transferred into its name in the Company's share register and is continuingthereupon: (i) All all rights of Company the Pledgor to exercise the voting and other consensual rights which Company the Pledgor would otherwise be entitled to exercise pursuant to subsection 7(a)(i), Section 1.6(a)(i) hereof and to receive the dividends and interest payments which the Pledgor would otherwise be authorized to receive and retain pursuant to Section 1.6(a)(ii) hereof shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereundercease, and upon delivery of all such notice rights shall thereupon become vested in Agent who the Pledgee, which shall thereupon have the sole right to exercise such voting and other consensual rights. In order rights and to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the receive and hold as Pledged Collateral such dividends and Company agrees to execute such other proxies as Agent shall reasonably require.interest payments; and (ii) All rights of Company to receive and retain any cash all dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions interest payments which are received by Company the Pledgor contrary to the provisions of this subsection 7(bSection 1.6(b)(i) hereof shall be received in trust for the benefit of Agentthe Pledgee, shall be segregated from other funds of Company the Pledgor and shall be forthwith paid over to Agent the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 4 contracts

Samples: Share Pledge Agreement (Panda Global Holdings Inc), Share Pledge Agreement (Panda Global Holdings Inc), Share Pledge Agreement (Panda Global Holdings Inc)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is be continuing and the Agent shall has not have delivered a notice to Company notice Borrower of its election the Agent's intention to exercise the voting and other consensual rights set forth in subsection (b) belowpursuant to this Section 7: (i) Company Borrower shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereofthereof for any purpose not prohibited by the terms of this Agreement, the Parent Guaranty, the Credit Agreement or any other Loan Documents; provided, however, that Company the Borrower shall not give the Agent at least 5 Domestic Business Days' prior written notice of the manner in which it intends to exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, if such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole Collateral, and following request therefor by the Agent, Borrower shall not exercise or refrain from exercising any material part thereof.such right; and (ii) To the extent permitted under Agent shall execute and deliver (or cause to be executed and delivered) to Borrower all such proxies and other instruments as Borrower may reasonably request for the Credit Agreement, Company purpose of enabling Borrower to exercise the voting and other rights which it is entitled to exercise pursuant to clause (i) above. (iii) Borrower shall be entitled to receive (A) and retain any nonliquidating cash dividends and dividends, interest or any other cash distributions paid or distribution of property paid, payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in cash in respect of any the Pledged Collateral. (b) If Upon the occurrence and during the continuance of an Event of Default has occurred Default, and is continuingwith respect to clause (i) below, the delivery of a notice to Borrower of the Agent's intention to exercise voting and other consensual rights pursuant thereto: (i) All rights of Company Borrower to exercise the voting and other consensual rights which Company it would otherwise be entitled to exercise pursuant to subsection 7(a)(i), Section 7(a) shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereundercease, and upon delivery of all such notice rights shall thereupon become vested in the Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order ; provided, however, Borrower shall continue to effect have the foregoing, Company hereby grants rights to exercise such voting and other consensual rights notwithstanding the occurrence and continuance of an Event of Default until the Agent an irrevocable proxy delivers a notice to vote Borrower of the Pledged Collateral Agent's intention to exercise such voting and Company agrees to execute such other proxies as Agent shall reasonably requireconsensual rights. (ii) All rights of Company Borrower to receive cash dividends, interest, proceeds or other distributions in cash from the Pledged Collateral, which it would otherwise be authorized to receive and retain any cash dividends pursuant to Section 7(a) shall cease and all rights to dividends, interest, proceeds and other distributions shall cease upon notice by Agent thereupon be vested in the Agent, who shall thereupon have the sole right to Company receive and any hold as Pledged Collateral such dividends interest or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends distributions. All dividends, interest, proceeds and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company Borrower contrary to the these provisions of this subsection 7(b) shall be received in trust for the benefit of the Agent, shall be segregated from other property or funds of Company Borrower and shall be forthwith paid over delivered to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 3 contracts

Samples: Credit Agreement (Avondale Inc), Intercreditor Agreement (Avondale Inc), Borrower Pledge Agreement (Avondale Inc)

Voting Rights; Dividends; Etc. (a) So long as no Unless and until an Event of Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) belowbe continuing: (i) Company Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement and the other Loan Documents; provided, however, that Pledgor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Pledged Securities or the rights and remedies of Pledgee under this Agreement or any other Loan Document or the ability of Pledgee to exercise the same. (ii) Pledgor shall be entitled to receive and retain any and all cash dividends paid on the Pledged Collateral to the extent and only to the extent that such cash dividends are permitted by, and otherwise paid in accordance with, the terms and conditions of the Loan Documents and applicable law. All noncash dividends and all dividends paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock or membership interest of the issuer of any Pledged Securities or received in exchange for Pledged Collateral or any part thereof; provided, howeveror in redemption thereof, that Company or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value be and become part of the Pledged Collateral taken as a whole and, if received by Pledgor, shall not be commingled by Pledgor with any of its other funds or any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company property but shall be entitled to receive (A) any cash dividends held separate and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i)apart therefrom, shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company Pledgee and shall be forthwith paid over delivered to Agent as Pledged Collateral Pledgee in the same form as so received (with any necessary endorsement). (iii) Pledgee shall execute and deliver to Pledgor, or cause to be executed and delivered to Pledgor, all such proxies, powers of attorney and other instruments as Pledgor may reasonably request, each in form and substance reasonably acceptable to Pledgor and Pledgee, for the purpose of enabling Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default, all rights of Pledgor to dividends that Pledgor is authorized to receive pursuant to paragraph (a)(ii) above shall cease, and all such rights shall thereupon become vested in Pledgee, which shall have the sole and exclusive right and authority to receive and retain such dividends. All dividends received by Pledgor contrary to the provisions of this Section 7 shall be held in trust for the benefit of Pledgee, shall be segregated from other property or funds of Pledgor and shall be forthwith delivered to Pledgee upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by Pledgee pursuant to the provisions of this paragraph (b) shall be retained by Pledgee in an account to be established by Pledgee upon receipt of such money or other property and shall be applied in accordance with the provisions of the Loan Agreement. After all Events of Default have been cured or waived, Pledgor shall thereafter be entitled to retain all cash dividends that Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(ii) above. (c) Upon the occurrence and during the continuance of an Event of Default, all rights of Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 7, and the obligations of Pledgee under paragraph (a)(iii) of this Section 7, shall cease upon the giving of notice by Pledgee to Pledgor, and all such rights shall thereupon become vested in Pledgee, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, that Pledgee shall have the right, but not the obligation, from time to time following and during the continuance of an Event of Default to permit Pledgor to exercise such rights. After all Events of Default have been cured or waived, Pledgor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.

Appears in 2 contracts

Samples: Pledge Agreement, Pledge Agreement (Industrial Services of America Inc)

Voting Rights; Dividends; Etc. Each Grantor agrees, subject to the terms of the Intercreditor Agreement: (ai) So that promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Collateral Agent and upon receipt of a written request therefor by the Collateral Agent, so long as no such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the Collateral Agent) to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Administrative Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement) all Distributions with respect to Investment Property, all interest principal and other cash payments on Payment Intangibles, the Pledged Property and all Proceeds of the Pledged Property or any other Collateral, in case thereafter received by such Grantor, in each case, to the extent such Distribution is not permitted under Section 6.05 of the Credit Agreement, all of which shall be held by the Collateral Agent as additional Collateral; and (ii) if an Event of Default shall have occurred and is be continuing and the Collateral Agent has notified such Grantor in writing of the Collateral Agent’s intention to exercise its voting power under this Section 4.1(e)(ii), (A) the Collateral Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares, Pledged Interests, Investment Property or other Equity Interests constituting Collateral. EACH GRANTOR HEREBY GRANTS THE COLLATERAL AGENT AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL SUCH EVENT OF DEFAULT SHALL HAVE BEEN CURED OR WAIVED) EXERCISABLE UNDER SUCH CIRCUMSTANCES, TO, SUBJECT TO THE INTERCREDITOR AGREEMENT, VOTE THE PLEDGED SHARES, PLEDGED INTERESTS, INVESTMENT PROPERTY AND SUCH OTHER COLLATERAL; AND (B) promptly deliver to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Administrative Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement) such additional proxies and other documents as may be necessary to allow the Collateral Agent to exercise such voting power. All Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by any Grantor but which such Grantor is then obligated to deliver to the Collateral Agent (or First Lien Administrative Agent, as applicable), shall, until delivery to the Collateral Agent (or First Lien Administrative Agent, as applicable), be held by such Grantor separate and apart from its other Property in trust for the benefit of the Collateral Agent. The Collateral Agent agrees that unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall not have delivered given the notice referred to Company notice of its election to exercise the rights set forth in subsection Pledge and Security Agreement Section 4.1 (b) below: (i) Company e), each Grantor shall be entitled to exercise receive and retain all Distributions permitted by the Credit Agreement and shall have the exclusive voting power, and is granted a proxy, with respect to any and all voting Equity Interests (including any of the Pledged Shares and other consensual rights pertaining Pledged Interests) constituting Collateral. The Collateral Agent shall, upon the written request of any Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power with respect to any such Equity Interests (including any of the Pledged Collateral or any part thereofShares and other Pledged Interests) constituting Collateral; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company no vote shall be entitled to receive (A) cast, or consent, waiver, or ratification given, or action taken by such Grantor that would violate any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 provision of the Credit Agreement or any other Loan Document (including this Security Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 2 contracts

Samples: Intercreditor Agreement, Intercreditor Agreement

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) belowbe continuing: (i) Company Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Security Collateral of such Grantor or any part thereof; provided, however, that Company shall not exercise or shall refrain from exercising thereof for any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereofpurpose. (ii) To the extent permitted under the Credit Agreement, Company Each Grantor shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) retain any and all instrumentsdividends, chattel paper interest and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed distributions paid in respect of any Pledged Collateralthe Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Loan Documents. (iii) The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) If Upon the occurrence and during the continuance of an Event of Default has occurred and is continuingupon written notice thereof to the Grantor by the Collateral Agent: (i) All rights of Company each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights which Company that it would otherwise be entitled to exercise pursuant to subsection 7(a)(i)Section 12(a)(i) shall, upon written notice to such Grantor by the Collateral Agent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 12(a)(ii) shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunderautomatically cease, and upon delivery of all such notice rights shall thereupon become vested in Agent who the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights. In order rights and to effect the foregoingreceive and hold as Security Collateral such dividends, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral interest and Company agrees to execute such other proxies as Agent shall reasonably requiredistributions. (ii) All rights of Company to receive and retain any cash dividends dividends, interest and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which that are received by Company any Grantor contrary to the provisions of paragraph (i) of this subsection 7(bSection 12(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of Company such Grantor and shall be forthwith paid over to the Collateral Agent as Pledged Security Collateral in the same form as so received (with any necessary endorsement).

Appears in 2 contracts

Samples: Credit Agreement (Polycom Inc), Credit Agreement (Polycom Inc)

Voting Rights; Dividends; Etc. (a) So long as no Unless and until an Event of Default under the LSA shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) belowbe continuing: (i) Company The Grantors shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to the an owner of Pledged Collateral Securities or any part thereof; provided, however, thereof for any purpose not inconsistent with the terms of this Pledge Agreement and the LSA provided that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action would not adversely affect the rights inuring to the Lender under this Pledge Agreement or inaction would have a material adverse effect on the value LSA or adversely affect the rights and remedies of the Pledged Collateral taken as a whole Lender under this Pledge Agreement or any material part thereofthe LSA or the ability of the Lender to exercise the same. (ii) To The Lender shall execute and deliver to the extent permitted under Grantors, or cause to be executed and delivered to the Credit AgreementGrantors, Company all such proxies, powers of attorney, and other instruments as the Grantors may reasonably request for the purpose of enabling the Grantors to exercise the voting and/or consensual rights and powers which they are entitled to exercise pursuant to subparagraph (i) above. (iii) The Grantors shall be entitled to receive (A) and retain any and all cash dividends and distributions paid on the Pledged Securities only to the extent that such cash dividends and distributions are permitted by, and otherwise paid in accordance with the terms and conditions of, the LSA and applicable laws. Any and all a. noncash dividends and distributions, b. stock or dividends and other cash distributions paid or payable in cash or otherwise in connection with respect to any of the Pledged Collaterala partial or total liquidation or dissolution, and (B) any and all and c. instruments, chattel paper and securities, other rightsdistributions in property, property return of capital, capital surplus or proceeds and products paid-in surplus or other distributions made on or in respect of Pledged Securities (other than dividends permitted by this Section 5(a)(iii)), whether paid or payable in cash or checks) receivedotherwise, receivable whether resulting from a subdivision, combination or otherwise distributed in respect reclassification of the outstanding capital stock, limited liability company interests or membership interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by the Grantors, shall not be commingled by the Grantors with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lender and shall be forthwith delivered to the Lender in the same form as so received (with any necessary endorsement). (b) If Upon the occurrence and during the continuance of an Event of Default has occurred and is continuing: (i) All Default, all rights of Company the Grantors to exercise the voting receive any dividends, stock, instruments, securities and other consensual rights distributions which Company would otherwise be entitled the Grantors are authorized to exercise receive pursuant to subsection 7(a)(i), paragraph (a)(iii) of this Section 5 shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereundercease, and upon delivery of all such notice rights shall thereupon become vested in Agent who the Lender, which shall thereupon have the sole and exclusive right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company authority to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement)dividends. All dividends and distributions which are received by Company the Grantors contrary to the provisions of this subsection 7(bSection 5(b) shall be received in trust for the benefit of Agentthe Lender, shall be segregated from other property or funds of Company the Grantors and shall be forthwith paid over delivered to Agent the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Lender pursuant to the provisions of this Section 5 (b) shall be retained by the Lender in an account to be established by the Lender upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 8 hereof. (c) Upon the occurrence and during the continuance of an Event of Default, all rights of the Grantors to exercise the voting and consensual rights and pursuant to the irrevocable proxy granted herein, powers which it is entitled to exercise pursuant to Section 5(a)(i) shall cease, and all such rights shall thereupon become vested in the Lender, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers. (d) In order to permit the Lender to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 5(c) and to receive all dividends and other distributions which it may be entitled to receive under Section 5(a)(iii) or Section 5(b), each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Lender all such proxies, dividend payment orders and other instruments as the Lender may from time to time reasonably request. Without limiting the effect of the foregoing, each Grantor does hereby constitute and appoint the Lender as its proxy, and the Lender shall have the right, upon the occurrence and during the continuance of an Event of Default, to exercise all rights, benefits, privileges and powers accruing to such Grantor, as owner of the Pledged Securities, including, without limitation, giving or withholding consent, calling and attending shareholders’ meetings to be held from time to time with full power to vote and act for and in the name, place, and stead of such Grantor and in the same manner, to the same extent, and with the same effect that such Grantor would if personally present at such meetings, giving to the Lender full power of substitution and revocation, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any person (including the issuer of the Pledged Equity or any officer or agent thereof). Any proxy or proxies heretofore given by any Grantor to any person or persons with respect to the Pledged Equity owned by such Grantor are hereby revoked. This proxy shall continue in full force and effect until such time as all Obligations are paid and satisfied in full in accordance with the terms of the LSA.

Appears in 2 contracts

Samples: Pledge Agreement (BioScrip, Inc.), Pledge Agreement (BioScrip, Inc.)

Voting Rights; Dividends; Etc. (a) So long as no Until an Event of Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) belowbe continuing: (i) except as otherwise provided in this Agreement, Company shall be entitled to exercise any and all voting and other or consensual rights pertaining and powers, including subscription rights, in relation to the Pledged Collateral or any part thereofSecurities; provided, however, that Company no vote shall not exercise be cast or shall refrain from exercising any such right ifconsent, in Agent's reasonable judgment, such waiver or ratification given or action taken which would materially impair the securities or inaction would have a material adverse effect on the value thereof or violate any provision of this Agreement, the Pledged Collateral taken as a whole Indenture or any material part thereof.other ancillary document; (ii) To the extent permitted under the Credit except as otherwise provided in this Agreement, Company shall be entitled to receive (A) and retain any cash dividends and all dividends, distributions or other cash distributions paid or payable with payments in respect to of the Pledged Securities and the Secured Party, upon receipt of any of the Pledged Collateralforegoing, shall promptly pay or distribute the same to Company, and, to the extent so permitted, any distributions received by Company and transferred to other persons shall pass free and clear of the lien and security interest hereof; and (Biii) any the Secured Party shall execute and deliver to Company or cause to be executed and delivered to Company, all instrumentssuch proxies, chattel paper powers of attorney, dividend orders and other rightsinstruments as Company may reasonably request for the purpose of enabling it to exercise the voting or consensual rights and powers which Company is entitled to exercise pursuant to the foregoing Section 6(a)(i) or to receive the dividends, property distributions or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateralpayments which Company is authorized to retain pursuant to the foregoing Section 6(a)(ii). (b) If Upon the occurrence and during the continuance of an Event of Default has occurred and is continuing: (i) All Default, all rights of Company to exercise the voting and other or consensual rights and powers which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i)Section 6(a)(i) and to receive the dividends, shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting distributions and other consensual rights. In order to effect payments which the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company Pledgor would otherwise be authorized to receive and retain any cash dividends pursuant to Section 6(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Secured Party, which shall then have the sole and exclusive right and authority to exercise, in its sole discretion, all such voting and consensual rights and powers and to receive and retain as Collateral all such dividends, distributions and other distributions shall cease upon notice by Agent payments, subject, however, to Company the rights of the holders of Permitted Liens. Without limiting the foregoing, in such event the Secured Party may exercise all voting and corporate rights at any meeting of any corporation issuing any such securities and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any such dividends securities as if it were the absolute owner thereof, including, without limitation, the rights to exchange at its discretion, any and all such securities upon the merger, consolidation, reorganization, recapitalization or other distributions paid readjustment of any corporation issuing any such securities or payable upon the exercise by any such issuer or the Secured Party of any right, privilege or option pertaining to any such securities, and, in connection therewith, to deposit and deliver any and all securities with respect any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for the property actually received by it, but the Secured Party shall have no duty to exercise any of the Pledged Collateral shall be paid to Agent aforesaid rights, privileges or options and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured Party shall not be responsible for any failure to do so or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be delay in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)doing.

Appears in 1 contract

Samples: Security and Pledge Agreement (Transtexas Gas Corp)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is continuing and Until the Agent shall not have delivered to Company notice of its election terminates a Pledgor's rights to exercise the its voting and other consensual rights set forth in subsection (bpursuant to Section 7(g) below: (i) Company hereof, such Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereofthereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Credit Agreement or the other Loan Documents; provided, however, that Company no Pledgor shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, if such action or inaction would could reasonably be expected to have a material adverse effect on Material Adverse Effect, could reasonably be expected to adversely affect the value of any of the Pledged Collateral taken as a whole or the validity, priority or perfection of the security interests granted hereunder or the enforceability hereof or would otherwise be inconsistent with or violate any provisions of this Pledge Agreement, the Credit Agreement or any material part thereofof the other Loan Documents. (iib) To So long as no Event of Default shall have occurred and be continuing, the extent permitted under the Credit Agreement, Company Pledgors shall be entitled to receive all cash payments of interest and principal paid from time to time with respect to the Pledged Notes to the extent permitted to be paid under the Credit Agreement. (Ac) So long as no Event of Default shall have occurred and be continuing, the Pledgors shall be entitled to receive all cash dividends paid from time to time in respect of the Pledged Shares to the extent permitted to be paid under the Credit Agreement. (d) Except as otherwise provided in the Credit Agreement, upon the occurrence and during the continuance of an Event of Default any and all (i) dividends or other distributions and interest or principal paid or payable in the form of instruments and other property (other than cash interest and principal payments permitted under Section 7(b) hereof and cash dividends permitted under Section 7(c) hereof) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (ii) dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than in cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (biii) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would cash paid, payable or otherwise be entitled to exercise pursuant to subsection 7(a)(i)distributed in redemption of, or in exchange for, any Pledged Shares, shall cease in each case be delivered forthwith to be effective upon notice by the Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the hold as Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are shall, if received by Company contrary to the provisions of this subsection 7(b) shall a Pledgor, be received in trust for the benefit of the Agent, shall be segregated from the other property or funds of Company such Pledgor, and shall be forthwith paid over delivered to the Agent as Pledged Collateral in the same form as so received (with any necessary or requested endorsement). (e) Upon the occurrence and during the continuance of an Event of Default, the Agent shall execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7(a) above. (f) Upon the occurrence and during the continuance of an Event of Default, all dividends or other distributions and all interest and principal payments which are received by any Pledgor contrary to the provisions of this Section 7 shall be received in trust for the benefit of the Agent and the Lenders, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Agent as Pledged Collateral in the same form as so received (with any necessary or requested endorsement). (g) Upon the occurrence and during the continuance of an Event of Default, the Agent may terminate any Pledgor's rights to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise pursuant to Section 7(a) either by giving written notice of such termination to such Pledgor or by transferring such Pledged Collateral into the name of the Agent or its nominee and the Agent shall thereupon have the sole right to exercise such voting and other consensual rights. (h) Upon the occurrence and during the continuance of an Event of Default, all cash payments of interest and principal with respect to the Pledged Notes and all cash dividends or other distributions payable in respect of the Pledged Shares shall be paid directly to the Agent and, if received by any Pledgor, shall be received in trust for the benefit of the Agent and the Lenders, shall be segregated from other funds of such Pledgor, and shall be forthwith paid over to the Agent as Pledged Collateral in the same form as so received (with any necessary or requested endorsements) and each Pledgor's right to receive such cash payments pursuant to Sections 7(b) and 7(c) hereof shall immediately cease. (i) Notwithstanding any other provision of this Pledge Agreement, this Pledge Agreement shall not in any way be deemed to obligate the Agent, its nominee or any purchaser at any foreclosure sale to assume any Pledgor's obligations, duties, expenses or liabilities under any partnership agreement or limited liability company agreement or any other agreement unless the Agent, such nominee or such purchaser expressly agrees in writing to assume such obligations. Neither the grant of a security interest in the Pledged Shares nor the exercise by the Agent of any of its rights and remedies hereunder nor any action in connection with a foreclosure on the Pledged Shares shall be deemed to constitute the Agent a partner of any partnership or a member of any limited liability company; provided, however, that in the event that the Agent, or its nominee or any purchaser of Pledged Shares at a foreclosure sale elects to become a substituted partner or member in place of a Pledgor, the Agent, such nominee or such purchaser may elect to do so and shall agree in writing to be bound by the terms of the applicable partnership or limited liability company agreement.

Appears in 1 contract

Samples: Pledge Agreement (Lakes Entertainment Inc)

Voting Rights; Dividends; Etc. (a) So long as (x) no Event Default Notice shall have been delivered to the Issuer (or, if a Default Notice shall have been delivered, such Default Notice shall have been rescinded and annulled as set forth in Section 4.02 of the Indenture), and prior to the expiration of any Cure Period under the Indenture, and (y) no Acceleration Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) belowbe continuing: (i) Company Each of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral all or any part thereofof the Stock Collateral, Debt Collateral, Membership Interest Collateral and Beneficial Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the organizational documents of such Grantor, the Indenture or any other Related Document; provided, however, that Company such Grantor shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, if such action or inaction would reasonably be expected to have a material adverse effect on the value of the Pledged Collateral taken as a whole all or any material part thereof.of the Stock Collateral, Debt Collateral, Membership Interest Collateral or the Beneficial Interest Collateral; and (ii) To The Security Trustee shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the extent permitted under purpose of enabling such Grantor to exercise the Credit Agreement, Company shall be voting and other rights that it is entitled to receive exercise pursuant to Section 2.05(a)(i). (Ab) Whether or not any cash Default or Event of Default shall have occurred, any and all distributions, dividends, interest, income, payments and proceeds paid or received in respect of the Collateral, including any and all (i) distributions, dividends and other cash distributions interest paid or payable with other than in cash in respect to any of the Pledged Collateralof, and (B) any and all instruments, chattel paper instruments and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged of, or in exchange for, such Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. ; (ii) All rights of Company to receive and retain any cash distributions, dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable in cash in respect of such Stock Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect to of principal of, or in redemption of, or in exchange for, any of the Pledged Collateral shall be paid to Agent and held by Agent to secure into the Secured Obligations until the earlier of (a) such time as such Event of Default is cured Collections Account or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions shall be forthwith delivered to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are Security Trustee, as applicable and, if received by Company contrary to the provisions of this subsection 7(b) such Grantor, shall be received in trust for the benefit of Agentthe Security Trustee, shall be segregated from the other property or funds of Company such Grantor and shall be forthwith paid over to Agent as Pledged Collateral the Collections Account or delivered to the Security Trustee in the same form as so received (with any necessary endorsementindorsement). (c) Upon the delivery of a Default Notice to the Issuer or any of its Subsidiaries (and so long as such Default Notice shall not have been rescinded and annulled as set forth in Section 4.02 of the Indenture), but not prior to the expiration of any Cure Period under the Indenture, or during the continuance of an Acceleration Default, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. otherwise be entitled to exercise pursuant to Section 2.05(a)(i) shall cease, and the Security Trustee thereupon shall have the sole right to exercise or refrain from exercising such voting and other consensual rights (including, but not limited to, the right, subject to the restrictions set forth in the applicable organizational documents, to remove or appoint any trustee, directors and officers of any Issuer Subsidiary), provided, however, the Security Trustee shall have no obligation to exercise such voting or consensual right without instruction from the Noteholders.

Appears in 1 contract

Samples: Security Trust Agreement (Willis Lease Finance Corp)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is continuing and Agent Lender shall not have delivered to Company Pledgor notice of its election to exercise the rights set forth in subsection (b) below: (i) Company , Pledgor shall be entitled entitled, subject to the Equity One, Inc. Voting Agreement, to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereofthereof for any purpose not inconsistent with the terms of this Agreement or the Guarantee; provided, however, that Company Pledgor shall not exercise or shall refrain from exercising any such right if, in AgentLender's reasonable judgment, such action or inaction would have a Material Adverse Effect or a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof; and provided further, that Pledgor shall not exercise any such right to amend or modify [Article VII of Issuer's Articles of Amendment and Restatement] without the prior written consent of Lender. Notwithstanding the foregoing to the contrary, Pledgor may exercise such voting rights in any way that may dilute its percentage interest in the Issuer evidenced by the Pledged Shares from the percentage interest in effect immediately prior to such action or inaction with the prior written consent of Lender (which consent shall not be unreasonably withheld so long as (i) no Default or Event of Default has occurred and is continuing, and (ii) Lender is reasonably satisfied that the Issuer has or will receive fair consideration for the issuance of any new shares or other action causing such dilution). (iib) To Upon the extent permitted under occurrence and during the Credit Agreementcontinuance of an Event of Default, Company shall all rights of Pledgor to exercise the voting and other consensual rights which Pledgor would otherwise be entitled to receive exercise pursuant to subsection 7(a) shall cease to be effective upon notice by Lender to Pledgor of Lender's intent to exercise its rights hereunder, and upon delivery of such notice, all such rights shall become vested in Lender, who shall thereupon have the sole right to exercise such voting and other consensual rights so long as such voting and other consensual rights are not exercised in a manner inconsistent with Section 1.2 of the Equity One, Inc. Voting Agreement. In order to effect such transfer of rights, Lender shall have the right, upon such notice, to date and present to Issuer the irrevocable proxy executed by Pledgor substantially in the form attached hereto as Exhibit A. It is understood and agreed by the parties hereto that upon termination of the Equity One, Inc. Voting Agreement in accordance with its terms, (Ai) the foregoing irrevocable proxy and voting and other consensual rights granted to Lender pursuant to this subsection shall no longer be subject to, or limited in any way by, the Equity One, Inc. Voting Agreement, and/or (ii) Pledgor shall, upon the request of Lender, promptly execute and deliver to Lender such additional and/or replacement irrevocable proxies as may be required by Lender in order to effect under applicable law - the voting and other consensual rights intended to be transferred by Pledgor to Lender pursuant to this subsection." (c) Any and all (i) cash dividends and other cash distributions received, receivable or otherwise paid or payable with in respect to of any of the Pledged Shares (including without limitation any sums paid upon or in respect of the Pledged Shares pursuant to the recapitalization or reclassification of the capital of the Issuer or pursuant to the reorganization, liquidation or dissolution of the Issuer) shall be received in trust for the benefit of Lender as additional Pledged Collateral, shall be segregated from other funds of Pledgor, and shall be deposited forthwith into the Collateral Account in the same form as so received (with any necessary endorsement), and (Bii) any and all instrumentsstock dividends, chattel paper securities, instruments and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of of, or in exchange for, any Pledged Collateral. Shares (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective including without limitation any distribution upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested or in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions Shares pursuant to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 recapitalization or reclassification of the Credit Agreement). All dividends and distributions which are received by Company contrary capital of the Issuer or pursuant to the provisions reorganization, liquidation or dissolution of this subsection 7(b) the Issuer), shall be received in trust for the benefit of AgentLender, shall be segregated from other funds of Company and shall be delivered forthwith paid over to Agent as Pledged Collateral Lender in the same form as so received (with any necessary endorsement)) to be held as Pledged Collateral under this Agreement.

Appears in 1 contract

Samples: Pledge and Security Agreement (Katzman Chaim)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is continuing and Agent Lender shall not have delivered to Company Pledgor notice of its election to exercise the rights set forth in subsection (b) below: (i) Company , Pledgor shall be entitled entitled, subject to the Equity One, Inc. Voting Agreement, to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereofthereof for any purpose not inconsistent with the terms of this Agreement or the Loan Agreement; provided, however, that Company Pledgor shall not exercise or shall refrain from exercising any such right if, in AgentLender's reasonable judgment, such action or inaction would have a Material Adverse Effect or a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof; and provided further, that Pledgor shall not exercise any such right to amend or modify Article VII of Issuer's Articles of Amendment and Restatement without the prior written consent of Lender. Notwithstanding the foregoing to the contrary, Pledgor may exercise such voting rights in any way that may dilute its percentage interest in the Issuer evidenced by the Pledged Shares from the percentage interest in effect immediately prior to such action or inaction with the prior written consent of Lender (which consent shall not be unreasonably withheld so long as (i) no Default or Event of Default has occurred and is continuing, and (ii) Lender is reasonably satisfied that the Issuer has or will receive fair consideration for the issuance of any new shares or other action causing such dilution). (iib) To Upon the extent permitted under occurrence and during the Credit Agreementcontinuance of an Event of Default, Company shall all rights of Pledgor to exercise the voting and other consensual rights which Pledgor would otherwise be entitled to receive exercise pursuant to subsection 7(a) shall cease to be effective upon notice by Lender to Pledgor of Lender's intent to exercise its rights hereunder, and upon delivery of such notice, all such rights shall become vested in Lender, who shall thereupon have the sole right to exercise such voting and other consensual rights so long as such voting and other consensual rights are not exercised in a manner inconsistent with Section 1.2 of the Equity One, Inc. Voting Agreement. In order to effect such transfer of rights, Lender shall have the right, upon such notice, to date and present to Issuer the irrevocable proxy executed by Pledgor substantially in the form attached hereto as Exhibit A. It is understood and agreed by the parties hereto that upon termination of the Equity One, Inc. Voting Agreement in accordance with its terms, (Ai) the foregoing irrevocable proxy and voting and other consensual rights granted to Lender pursuant to this subsection shall no longer be subject to, or limited in any way by, the Equity One, Inc. Voting Agreement, and/or (ii) Pledgor shall, upon the request of Lender, promptly execute and deliver to Lender such additional and/or replacement irrevocable proxies as may be required by Lender in order to effect_under applicable law the voting and other consensual rights intended to be transferred by Pledgor to Lender pursuant to this subsection. (c) Any and all (i) cash dividends and other cash distributions received, receivable or otherwise paid or payable with in respect to of any of the Pledged Shares (including without limitation any sums paid upon or in respect of the Pledged Shares pursuant to the recapitalization or reclassification of the capital of the Issuer or pursuant to the reorganization, liquidation or dissolution of the Issuer) shall be received in trust for the benefit of Lender as additional Pledged Collateral, shall be segregated from other funds of Pledgor, and shall be deposited forthwith into the Collateral Account in the same form as so received (with any necessary endorsement), and (Bii) any and all instrumentsstock dividends, chattel paper securities, instruments and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of of, or in exchange for, any Pledged Collateral. Shares (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective including without limitation any distribution upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested or in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions Shares pursuant to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 recapitalization or reclassification of the Credit Agreement). All dividends and distributions which are received by Company contrary capital of the Issuer or pursuant to the provisions reorganization, liquidation or dissolution of this subsection 7(b) the Issuer), shall be received in trust for the benefit of AgentLender, shall be segregated from other funds of Company and shall be delivered forthwith paid over to Agent as Pledged Collateral Lender in the same form as so received (with any necessary endorsement)) to be held as Pledged Collateral under this Agreement.

Appears in 1 contract

Samples: Pledge and Security Agreement (Katzman Chaim)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) below: be continuing, each Grantor (i) Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Security Collateral of such Grantor or any part thereofthereof for any purpose; provided, however, that Company shall such Grantor will not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, if such action or inaction would have a material adverse effect on the value rights and remedies of the Pledged Notes Collateral taken as a whole Agent or the other Notes Secured Parties under this Agreement or any material part thereof. other Indenture Document and (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) retain any and all instrumentsdividends, chattel paper interest and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed distributions paid in respect of the Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Indenture Documents; provided that such Grantor shall deliver and pledge to the Applicable Agent any such dividends or distributions that would constitute Pledged CollateralEquity to the extent required hereunder. (b) If Upon the occurrence and during the continuance of an Event of Default has occurred and is continuing: Default, subject to any Applicable Intercreditor Agreement, all rights of each Grantor (i) All rights of Company to exercise or refrain from exercising the voting and other consensual rights which Company that it would otherwise be entitled to exercise pursuant to subsection 7(a)(i)Section 15(a)(i) shall, upon written notice to such Grantor by the Notes Collateral Agent, cease and (ii) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 15(a)(ii) shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunderautomatically cease, and upon delivery of all such notice rights shall thereupon become vested in Agent who the Applicable Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral rights and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends hold as Security Collateral such dividends, interest and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)distributions.

Appears in 1 contract

Samples: Notes Security Agreement (United Rentals North America Inc)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have has occurred and is then continuing and in respect of which Agent shall not have delivered to Company has provided Pledgor with notice of its election to exercise the rights and remedies set forth in subsection (bSection 6(b) below: (i) Company The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Collateral, or any part thereof; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof.and (ii) To the extent permitted under the Credit Loan Agreement, Company the Pledgor shall be entitled to receive all distributions, dividends (A) any cash dividends and other cash distributions paid in the form of cash, securities or payable with respect to any of the Pledged Collateralotherwise), and (B) any and all cash, instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) from time to time received, receivable or otherwise distributed in respect of any the Pledged Collateral. (b) If At any time that an Event of Default has occurred and is continuing:then continuing in respect of which Agent has provided Pledgor with notice of its election to exercise the rights and remedies set forth in this Section 6(b): (i) All rights of Company the Pledgor to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), in respect of the Pledged Collateral shall immediately cease to be effective upon its receipt of notice by from Agent to Company of Agent's intent to exercise its rights hereunder, and upon the delivery of such notice all such voting and other consensual rights shall become vested in Agent who and Agent shall thereupon have the sole right to exercise such voting and other consensual rightsrights (including, without limitation, the right to vote in favor of, and to exchange any or all of the Pledged Collateral upon, the consolidation, recapitalization, merger or other reorganization with respect to an Issuer). In order to effect the foregoing, Company the Pledgor hereby grants to Agent an irrevocable proxy to vote the Pledged Collateral and, any time that an Event of Default exists in respect of which Agent has provided Pledgor with notice of its election to exercise the rights and Company remedies set forth in this Section 6(b), the Pledgor agrees to execute such other proxies as Agent shall reasonably require.may request; and (ii) All rights of Company the Pledgor to receive and retain any cash distributions, dividends and (in the form of cash, securities or otherwise), instruments, chattel paper or other distributions property paid or payable with respect to any of the Pledged Collateral shall immediately cease upon notice by Agent to Company and any such distributions, dividends (in the form of cash, securities or otherwise), instruments, chattel paper or other distributions property paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions for application to the Secured Obligations (any such application to be in such order and manner as set forth in Section 8.03 12, with respect to any cash or cash equivalents, or to be held by Agent as additional security for the Obligations, with respect to any other type of property). Any distributions, dividends (in the form of cash, securities or otherwise), instruments, chattel paper or other property paid or payable with respect to any of the Credit Agreement). All dividends Pledged Collateral and distributions which are received by Company the Pledgor contrary to the provisions of this subsection 7(b) Agreement shall be received in trust for the benefit of Agent, shall be segregated from other funds assets (including, in the case of Company cash or cash equivalents, other funds) of Pledgor and shall be forthwith paid over to Agent (for application to the Obligations as Pledged Collateral set forth in Section 12, with respect to any cash or cash equivalents, or to be held by Agent as additional security for the same form as so received (Obligations, with respect to any necessary endorsementother type of property).

Appears in 1 contract

Samples: Pledge Agreement (Midway Games Inc)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) below: be continuing, each Grantor (i) Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Security Collateral of such Grantor or any part thereofthereof for any purpose; provided, provided however, that Company shall such Grantor will not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, if such action or inaction would have a material adverse effect on the value of the Pledged Security Collateral taken as a whole or any material part thereof. thereof and (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) retain any and all instrumentsdividends, chattel paper interest and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed distributions paid in respect of the Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Second Lien Documents and subject to the requirement contained herein to deliver and pledge to the Applicable Agent any Pledged Collateralsuch dividends or distributions payable in the form of stock. (b) If Upon the occurrence and during the continuance of an Event of Default has occurred and is continuing: Default, subject to the Intercreditor Agreement, all rights of each Grantor (i) All rights of Company to exercise or refrain from exercising the voting and other consensual rights which Company that it would otherwise be entitled to exercise pursuant to subsection 7(a)(i)Section 17(a)(i) shall, shall cease to be effective upon notice to such Grantor by Agent the Collateral Agent, cease and (ii) to Company of Agent's intent receive the dividends, interest and other distributions that it would otherwise be authorized to exercise its rights hereunderreceive and retain pursuant to Section 17(a)(ii) shall automatically cease, and upon delivery of all such notice rights shall thereupon become vested in Agent who the Applicable Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral rights and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends hold as Security Collateral such dividends, interest and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)distributions.

Appears in 1 contract

Samples: Security Agreement (United Rentals Inc /De)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have has occurred and is then continuing and in respect of which the Agent shall not have delivered to Company has provided the Grantors with notice of its election to exercise the rights and remedies set forth in subsection (bSection 3.4(b) below: (i) Company The Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares, or any part thereof, for any purpose not inconsistent with the terms of this Agreement or the Indenture; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof.and (ii) To the extent permitted under the Credit AgreementIndenture, Company the Grantors shall be entitled to receive all distributions, dividends (A) any cash dividends and other cash distributions paid in the form of cash, securities or payable with respect to any of the Pledged Collateralotherwise), and (B) any and all cash, instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) from time to time received, receivable or otherwise distributed in respect of any the Pledged CollateralShares. (b) If At any time that an Event of Default has occurred and is continuing:then continuing in respect of which the Agent has provided the Grantors with notice of its election to exercise the rights and remedies set forth in this Section 3.4(b): (i) All rights of Company the Grantors to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), in respect of the Pledged Shares shall immediately cease to be effective upon their receipt of notice by from the Agent to Company of the Agent's ’s intent to exercise its rights hereunder, and upon the delivery of such notice all such voting and other consensual rights shall become vested in the Agent who and the Agent shall thereupon have the sole right to exercise such voting and other consensual rightsrights (including, without limitation, the right to vote in favor of, and to exchange any or all of the Pledged Shares upon, the consolidation, recapitalization, merger or other reorganization with respect to an issuer of such Pledged Shares). In order to effect the foregoing, Company each Grantor hereby grants to the Agent an irrevocable proxy to vote the Pledged Collateral Shares and, any time that an Event of Default exists in respect of which the Agent has provided the Grantors with notice of its election to exercise the rights and Company remedies set forth in this Section 3.4(b), each Grantor agrees to execute such other proxies as Agent shall reasonably require.may request; and (ii) All rights of Company the Grantors to receive and retain any cash distributions, dividends and other distributions shall cease upon notice by Agent to Company and any such dividends (in the form of cash, securities or otherwise), instruments, chattel paper or other distributions property paid or payable with respect to any of the Pledged Collateral Shares shall immediately cease and any such distributions, dividends (in the form of cash, securities or otherwise), instruments, chattel paper or other property paid or payable with respect to any of the Pledged Shares shall be paid to the Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions for application to the Secured Obligations (any such application to be in such order and manner as set forth in Section 8.03 Annex III hereto, with respect to any cash or cash equivalents, or to be held by the Agent as additional security for the Obligations, with respect to any other type of property). Any distributions, dividends (in the form of cash, securities or otherwise), instruments, chattel paper or other property paid or payable with respect to any of the Credit Agreement). All dividends Pledged Shares and distributions which are received by Company the Grantors contrary to the provisions of this subsection 7(b) Agreement shall be received in trust for the benefit of the Agent, shall be segregated from other funds assets (including, in the case of Company cash or cash equivalents, other funds) of the Grantors and shall be forthwith paid over to the Agent (for application to the Obligations as set forth in Annex III hereto, with respect to any cash or cash equivalents, or to be held by the Agent as Pledged Collateral in additional security for the same form as so received (Obligations, with respect to any necessary endorsementother type of property).

Appears in 1 contract

Samples: Security Agreement (Freedom Group, Inc.)

Voting Rights; Dividends; Etc. The Pledgor agrees: (a) So long as no if any Event of Default shall have occurred and is continuing be continuing, promptly upon receipt thereof by the Pledgor and without any request therefore by the Administrative Agent, to deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Dividends, Distributions and all proceeds of the Collateral, all of which shall not have delivered to Company notice of its election to exercise be held by the rights set forth Administrative Agent as additional Collateral for use in subsection accordance with Section 6.4; and (b) belowif any Event of Default shall have occurred and be continuing and the Administrative Agent shall have notified the Pledgor of the Administrative Agent's intention to exercise its voting power under this Section: (i) Company shall the Administrative Agent may exercise, without further order of or application to the Bankruptcy Court, (to the exclusion of the Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares or other Capital Securities constituting Collateral and the Pledgor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such other Collateral; and (ii) promptly to deliver to the Administrative Agent such additional proxies and other documents as may be entitled necessary to allow the Administrative Agent to exercise such voting power. All Dividends, Distributions and proceeds which may at any time and from time to time be held by the Pledgor but which the Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by the Pledgor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in this Section, the Pledgor shall have the exclusive power to exercise all voting and other consensual rights pertaining with respect to any Capital Securities (including any of the Pledged Shares) constituting Collateral or and the Administrative Agent shall, upon the written request of the Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by the Pledgor which are necessary to allow the Pledgor to exercise such powers with respect to any part thereofsuch Capital Securities (including any of the Pledged Shares) constituting Collateral; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company no vote shall be entitled to receive (A) any cash dividends and other cash distributions paid cast, or payable with respect to any of the Pledged Collateralconsent, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).waiver

Appears in 1 contract

Samples: Pledge Agreement (Sterling Chemical Inc)

Voting Rights; Dividends; Etc. Each Pledgor agrees: (a) So long as no if any Event of Default shall have occurred and is continuing be continuing, promptly upon receipt thereof by such Pledgor and without any request therefor by the Administrative Agent, to deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent, all Dividends, Distributions and all proceeds of the Collateral, all of which shall be held by the Administrative Agent shall not have delivered to Company notice of its election to exercise the rights set forth as additional Collateral for use in subsection accordance with Section 6.4; and (b) belowif any Event of Default shall have occurred and be continuing and the Administrative Agent shall have notified such Pledgor of the Administrative Agent's intention to exercise its voting power under this Section: (i) Company shall the Administrative Agent may exercise, without further application to or order of the Bankruptcy Court, (to the exclusion of such Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Securities constituting Collateral and such Pledgor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote, without further application to or order of the Bankruptcy Court, the Pledged Securities; and (ii) promptly to deliver to the Administrative Agent such additional proxies and other documents as may be entitled necessary to allow the Administrative Agent to exercise such voting power. All Dividends, Distributions and proceeds which may at any time and from time to time be held by any Pledgor but which such Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Pledgor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in this Section, each Pledgor has the exclusive power to exercise all voting and other consensual rights pertaining with respect to any Pledged Securities and the Administrative Agent shall, upon the written request of such Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Pledgor which are necessary to allow such Pledgor to exercise such powers with respect to any such Pledged Collateral or any part thereofSecurities; provided, however, that Company no vote shall not exercise be cast, or shall refrain from exercising consent, waiver or ratification given, or action taken by any such right if, in Agent's reasonable judgment, such action or inaction Pledgor that would have a material adverse effect on materially impair the value of the Pledged any Collateral taken as a whole or be inconsistent with or violate any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any provision of the Pledged CollateralLoan Documents (including, and (B) without limitation, any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of action to foreclose any Lien securing any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company Note or to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the enforce any Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementNote).

Appears in 1 contract

Samples: Pledge Agreement (Sterling Chemical Inc)

Voting Rights; Dividends; Etc. (a) So long as no Unless and until an Event of Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) belowbe continuing: (i) Company The Pledgor shall be entitled to exercise any and all voting and and/or other consensual rights pertaining and powers inuring to the an owner of Pledged Collateral Securities or any part thereofthereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided, however, that Company shall the Pledgor will not be entitled to exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have if the result thereof could materially and adversely affect the rights inuring to a material adverse effect on the value holder of the Pledged Collateral taken as a whole Securities or the rights and remedies of the Secured Party under this Agreement or the Credit Agreement or any material part thereofother Loan Document or the ability of the Secured Party to exercise the same. (ii) To The Secured Party shall execute and deliver to the extent permitted under Pledgor, or cause to be executed and delivered to the Credit AgreementPledgor, Company all such proxies, powers of attorney and other endorsement instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below. (iii) The Pledgor shall be entitled to receive (A) and retain any and all cash dividends and distributions paid on the Pledged Securities to the extent and only to the extent that such cash dividends and distributions are permitted by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement, the other cash Loan Documents and applicable laws. All noncash dividends and distributions and all dividends and distributions paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect to any of the Pledged CollateralSecurities, and (B) any and all instruments, chattel paper and other rights, property whether paid or proceeds and products (other than payable in cash or checks) receivedotherwise, receivable whether resulting from a subdivision, combination or otherwise distributed in respect reclassification of the outstanding capital stock of the issuer of any Pledged Collateral. (b) If an Event Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of Default has occurred and is continuing: (i) All rights any merger, consolidation, acquisition or other exchange of Company assets to exercise the voting and other consensual rights which Company would otherwise such issuer may be entitled to exercise pursuant to subsection 7(a)(i)a party or otherwise, shall cease to be effective upon notice and become part of the Collateral, and, if received by Agent to Company of Agent's intent to exercise its rights hereunderthe Pledgor, and upon delivery of such notice become vested in Agent who shall thereupon have not be commingled by the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable Pledgor with respect to any of the Pledged Collateral its other funds or property but shall be paid to Agent held separate and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) apart therefrom, shall be received held in trust for the benefit of Agent, shall be segregated from other funds of Company the Secured Party and shall be forthwith paid over delivered to Agent as Pledged Collateral the Secured Party in the same form as so received (with any necessary endorsement). (b) Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to dividends or distributions, that the Pledgor is authorized to receive pursuant to paragraph (a)(iii) above shall cease, and all such rights shall thereupon become vested in the Secured Party, which shall have the sole and exclusive right and authority to receive and retain such dividends or distributions. All dividends or distributions received by the Pledgor contrary to the provisions of this Section 6 shall be held in trust for the benefit of the Secured Party, shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to the Secured Party upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Secured Party pursuant to the provisions of this paragraph (b) shall be retained by the Secured Party in an account to be established by the Secured Party upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 8. After all Events of Default have been cured or waived, the Secured Party shall, within five Business Days after all such Events of Default have been cured or waived, repay to the Pledgor all cash dividends or distributions (without interest), that the Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) above and which remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 6, and the obligations of the Secured Party under paragraph (a)(ii) of this Section 6, shall cease, and all such rights shall thereupon become vested in the Secured Party, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that the Secured Party shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgor to exercise such rights. After all Events of Default have been cured or waived, the Pledgor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.

Appears in 1 contract

Samples: Pledge Agreement (NBC Capital Corp)

Voting Rights; Dividends; Etc. (a) So long as no Unless and until an Event of Default hereunder shall have occurred and is be continuing and Agent shall not have delivered to Company until receipt of notice of its election to exercise the rights set forth in subsection (b) from Secured Party as provided below: (i) Company Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining and powers accruing to an owner of the Pledged Stock Collateral or any part thereof; provided, however, that Company shall thereof for any purpose not exercise inconsistent with the terms of this Agreement or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof.Loan Agreement; (ii) To the extent permitted under the Credit Agreement, Company Pledgor shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) retain any and all instrumentscash dividends payable on the Stock Collateral. Notwithstanding the foregoing, chattel paper any and all stock or liquidating dividends, other rightsdistribution in property, property return of capital or proceeds and products (other than cash distribution made on or checks) received, receivable or otherwise distributed in respect of the Stock Collateral, whether resulting from a subdivision, combination or reclassification of common stock or received in exchange for the Stock Collateral or any Pledged Collateralpart thereof or as a result of any merger, consolidation, acquisition or other exchange of assets shall be and become part of the Stock Collateral pledged hereunder and, if received by Pledgor, shall promptly be delivered to Secured Party to be held subject to the terms of this Agreement. (b) If an Upon the occurrence and during the continuance of any Event of Default has occurred and is continuingDefault, after Secured Party shall have notified Pledgor in writing of the suspension of its rights in Section 6(a) hereof: (i) All rights of Company Pledgor to exercise receive and retain cash dividends payable on the voting and other consensual rights which Company would otherwise be entitled to exercise Stock Collateral pursuant to subsection 7(a)(i), Section 6(a)(ii) hereof shall cease and all such dividends shall be paid to Secured Party for application to the Secured Obligations. After the occurrence and during the continuance of said Event of Default, Pledgor agrees to promptly deliver to Secured Party any and all cash, checks, drafts, or other instruments for the payment of money which may be received by Pledgor as dividends or otherwise with respect to the Stock Collateral, duly endorsed and assigned to Secured Party, and same shall be held in a non-interest bearing account to be effective established by Secured Party upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery receipt of such notice become vested money or property as part of the Collateral subject to the terms of this Agreement (which account shall be under the exclusive control of Secured Party) or at Secured Party’s option, applied to the Secured Obligations (whether or not same is then due) in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies of application as Agent shall reasonably require.is determined by Secured Party in its discretion; and (ii) All rights of Company Pledgor to receive exercise the voting and retain any cash dividends consensual rights and other distributions powers which Pledgor is entitled to exercise pursuant to Section 6(a) (i) hereof shall cease upon notice by Agent cease, and all such rights shall thereupon become vested in Secured Party, which shall have the sole and exclusive right and authority to Company exercise such voting and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent consensual rights and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)powers.

Appears in 1 contract

Samples: Stock Pledge and Security Agreement (Fortegra Financial Corp)

Voting Rights; Dividends; Etc. The Pledgor agrees: (a) So long as no after any Event of Default shall have occurred and is continuing be continuing, promptly upon receipt thereof by the Pledgor and Agent without any request therefor by the Designated Note Purchaser and the Designated Lender, to deliver (properly endorsed where required hereby or requested by the Designated Note Purchaser and the Designated Lender) to the Designated Note Purchaser and the Designated Lender all Dividends, Distributions, other cash payments, and proceeds of the Collateral, all of which shall not have delivered to Company notice of its election to exercise be held by the rights set forth Designated Note Purchaser and the Designated Lender as additional Collateral for use in subsection accordance with SECTION 6.4; and (b) belowafter any Event of Default shall have occurred and be continuing and the Designated Note Purchaser and the Designated Lender has notified the Pledgor of the Designated Note Purchaser and the Designated Lender's intention to exercise its voting power under this clause: (i) Company shall be entitled the Designated Note Purchaser and the Designated Lender may exercise (to exercise any the exclusion of the Pledgor) the voting power and all voting other incidental rights of ownership with respect to any Pledged Equity Interests and other consensual rights pertaining the Pledgor hereby grants the Designated Note Purchaser and the Designated Lender an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Collateral or any part thereofEquity Interests; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof.and (ii) To the extent permitted under Pledgor shall promptly deliver to the Credit Agreement, Company shall be entitled to receive (A) any cash dividends Designated Note Purchaser and the Designated Lender such additional proxies and other documents as may be necessary to allow the Designated Note Purchaser and the Designated Lender to exercise such voting power. (c) All Dividends, Distributions, cash distributions paid or payable payments, and proceeds which may at any time and from time to time be held by the Pledgor but which the Pledgor is then obligated to deliver to the Designated Note Purchaser and the Designated Lender, shall, until delivery to the Designated Note Purchaser and the Designated Lender, be held by the Pledgor separate and apart from its other property in trust for the Secured Parties. Until an Event of Default shall have occurred and be continuing and the Designated Note Purchaser and the Designated Lender shall have given the notice referred to in CLAUSE (B) above, the Pledgor shall have the exclusive voting power with respect to any Equity Interests constituting Collateral and the Designated Note Purchaser and the Designated Lender shall, upon the written request of the Pledged CollateralPledgor, and (B) any and all instruments, chattel paper promptly deliver such proxies and other rightsdocuments, property or proceeds and products (other than cash or checks) receivedif any, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company as shall be reasonably requested by the Pledgor which are necessary to allow the Pledgor to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable power with respect to any of the Pledged Collateral such Equity Interests constituting Collateral; PROVIDED, HOWEVER, that no vote shall be paid to Agent and held cast, or consent, waiver, or ratification given, or action taken or any action not taken by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (Pledgor that would materially impair any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Collateral.

Appears in 1 contract

Samples: Secured Loan Agreement (Diomed Holdings Inc)

Voting Rights; Dividends; Etc. (a) So long as (x) no Event Default Notice shall have been delivered to the Issuer (or, if a Default Notice shall have been delivered, such Default Notice shall have been rescinded and annulled as set forth in Section 4.02 of the Indenture), and 6 prior to the expiration of any Cure Period under the Indenture, and (y) no Acceleration Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) belowbe continuing: (i) Company Each of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral all or any part thereofof the Stock Collateral, Debt Collateral, Membership Interest Collateral and Beneficial Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the organizational documents of such Grantor, the Indenture or any other Related Document; provided, however, that Company such Grantor shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, if such action or inaction would reasonably be expected to have a material adverse effect on the value of the Pledged Collateral taken as a whole all or any material part thereof.of the Stock Collateral, Debt Collateral, Membership Interest Collateral or the Beneficial Interest Collateral; and (ii) To The Security Trustee shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the extent permitted under purpose of enabling such Grantor to exercise the Credit Agreement, Company shall be voting and other rights that it is entitled to receive exercise pursuant to Section 2.05(a)(i). (Ab) Whether or not any cash Default or Event of Default shall have occurred, any and all distributions, dividends, interest, income, payments and proceeds paid or received in respect of the Collateral, including any and all (i) distributions, dividends and other cash distributions interest paid or payable with other than in cash in respect to any of the Pledged Collateralof, and (B) any and all instruments, chattel paper instruments and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged of, or in exchange for, such Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. ; (ii) All rights of Company to receive and retain any cash distributions, dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable in cash in respect of such Stock Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect to of principal of, or in redemption of, or in exchange for, any of the Pledged Collateral shall be paid to Agent and held by Agent to secure into the Secured Obligations until the earlier of (a) such time as such Event of Default is cured Collections Account or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions shall be forthwith delivered to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are Security Trustee, as applicable and, if received by Company contrary to the provisions of this subsection 7(b) such Grantor, shall be received in trust for the benefit of Agentthe Security Trustee, shall be segregated from the other property or funds of Company such Grantor and shall be forthwith paid over to Agent as Pledged Collateral the Collections Account or delivered to the Security Trustee in the same form as so received (with any necessary endorsementindorsement). (c) Upon the delivery of a Default Notice to the Issuer or any of its Subsidiaries (and so long as such Default Notice shall not have been rescinded and annulled as set forth in Section 4.02 of the Indenture), but not prior to the expiration of any Cure Period under the Indenture, or during the continuance of an Acceleration Default, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.05(a)(i) shall cease, and the Security Trustee thereupon shall have the sole right to exercise or refrain from exercising such voting and other consensual rights (including, but not limited to, the right, subject to the restrictions set forth in the applicable organizational documents, to remove or appoint any trustee, directors and officers of any Issuer Subsidiary), provided, however, the Security Trustee shall have no obligation to exercise such voting or consensual right without instruction from the Noteholders. 7

Appears in 1 contract

Samples: Security Trust Agreement (Willis Lease Finance Corp)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have has occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) belowthen continuing: (i) Company Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Collateral, or any part thereof, for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof.and (ii) To the extent permitted under the Credit Agreement, Company each Pledgor shall be entitled to receive all distributions, dividends (A) any cash dividends and other cash distributions paid in the form of cash, securities or payable with respect to any of the Pledged Collateralotherwise), and (B) any and all cash, instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) from time to time received, receivable or otherwise distributed in respect of any the Pledged Collateral. (b) If At any time that an Event of Default has occurred and is then continuing: (i) All rights of Company each Pledgor to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), in respect of the Pledged Collateral shall immediately cease to be effective upon notice by Agent to Company of Agent's intent to exercise its and all such voting and other consensual rights hereunder, and upon delivery of such notice shall become vested in Administrative Agent who (or First Lien Agent as provided in the First/Second Lien Intercreditor Agreement) and Administrative Agent (or First Lien Agent as provided in the First/Second Lien Intercreditor Agreement) shall thereupon have the sole right to exercise such voting and other consensual rightsrights (including, without limitation, the right to vote in favor of, and to exchange any or all of the Pledged Collateral upon, the consolidation, recapitalization, merger or other reorganization with respect to an Issuer). In order to effect the foregoing, Company each Pledgor hereby grants to Administrative Agent an irrevocable proxy to vote the Pledged Collateral and Company and, any time that an Event of Default exists, each Pledgor agrees to execute such other proxies as Administrative Agent shall reasonably require.may request; and (ii) All rights of Company each Pledgor to receive and retain any cash distributions, dividends and (in the form of cash, securities or otherwise), instruments, chattel paper or other distributions property paid or payable with respect to any of the Pledged Collateral shall immediately cease upon notice by Agent to Company and any such distributions, dividends (in the form of cash, securities or otherwise), instruments, chattel paper or other distributions property paid or payable with respect to any of the Pledged Collateral shall be paid to Administrative Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions for application to the Secured Obligations (any such application to be in such order and manner as set forth in Section 8.03 15, with respect to any cash or cash equivalents, or to be held by Administrative Agent as additional security for the Obligations, with respect to any other type of property). Any distributions, dividends (in the form of cash, securities or otherwise), instruments, chattel paper or other property paid or payable with respect to any of the Credit Agreement). All dividends Pledged Collateral and distributions which are received by Company each Pledgor contrary to the provisions of this subsection 7(b) Agreement, and not required to be remitted to the First Lien Agent for the payment of First Lien Debt in accordance with the First Lien Credit Agreement and the First/Second Lien Intercreditor Agreement, shall be received in trust for the benefit of Administrative Agent, shall be segregated from other funds assets (including, in the case of Company cash or cash equivalents, other funds), of the Pledgors and shall be forthwith paid over to Administrative Agent (for application to the Obligations as set forth in Section 15, with respect to any cash or cash equivalents, or to be held by Administrative Agent as Pledged Collateral in additional security for the same form as so received (Obligations, with respect to any necessary endorsementother type of property).

Appears in 1 contract

Samples: Pledge Agreement (Warren Resources Inc)

Voting Rights; Dividends; Etc. (a) So Notwithstanding certain provisions of SECTION 4 hereof, so long as no Event of Default shall have occurred and is continuing and the Lenders' Agent shall has not have delivered given the notice referred to Company notice of its election to exercise the rights set forth in subsection PARAGRAPH (b) below: (i) A. The Company shall be entitled to exercise any and all voting and other or consensual rights and powers and stock purchase or subscription rights (but any such exercise by the Company of stock purchase or subscription rights may be made only from funds of the Company not comprising part of the Pledged Collateral) relating or pertaining to the Pledged Collateral or any part thereofthereof for any purpose not inconsistent with the terms of this Agreement or the terms of the Loan and Security Agreement; providedPROVIDED, howeverHOWEVER, that the Company agrees that it shall not exercise or shall refrain from exercising any such right if, or power in Agent's reasonable judgment, such action or inaction any manner which would reasonably be expected to have a material an adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. (ii) To the extent permitted under the Credit Agreement, B. The Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) retain any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash lawful dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with in respect to any of the Pledged Collateral shall be which are paid to Agent and held in cash by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply any Issuer if such dividends are permitted by the Loan and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Security Agreement). All , but all dividends and distributions which are received by Company contrary to in respect of the provisions Pledged Collateral or any part thereof made in shares of this subsection 7(b) shall be stock or other property or representing any return of capital, whether resulting from a subdivision, combination or reclassification of Pledged Collateral or any part of thereof or received in trust exchange for the benefit Pledged Collateral or any part thereof or as a result of Agentany merger, consolidation, acquisition or other exchange of assets to which any Issuer may be a party or otherwise or as a result of any exercise of any stock purchase or subscription right, shall be segregated from other funds and become part of Company and the Pledged Collateral hereunder and, if received by the Company, shall be forthwith paid over delivered to the Lenders' Agent as Pledged Collateral in the same due form as so received for transfer (with any necessary endorsement)i.e., endorsed in blank or accompanied by stock or bond powers executed in blank) to be held for purposes of this Agreement.

Appears in 1 contract

Samples: Pledge Agreement (Option Care Inc/De)

Voting Rights; Dividends; Etc. Each Pledgor agrees: (a) So long as no if any Event of Default shall have occurred and is continuing be continuing, promptly upon receipt thereof by such Pledgor and without any request therefor by the Administrative Agent, to deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent, all Dividends, Distributions and all proceeds of the Collateral, all of which shall be held by the Administrative Agent shall not have delivered to Company notice of its election to exercise the rights set forth as additional Collateral for use in subsection accordance with Section 6.3; and (b) belowif any Event of Default shall have occurred and be continuing and the Administrative Agent shall have notified such Pledgor in writing of the Administrative Agent’s intention to exercise its voting power under this Section: (i) Company shall the Administrative Agent may exercise (to the exclusion of such Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Securities constituting Collateral and such Pledgor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Securities; and (ii) promptly to deliver to the Administrative Agent such additional proxies and other documents as may be entitled necessary to allow the Administrative Agent to exercise such voting power. All Dividends, Distributions and proceeds which may at any time and from time to time be held by a Pledgor but which such Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Pledgor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the written notice referred to in this Section, each Pledgor has the exclusive power to exercise all voting and other consensual rights pertaining with respect to any Pledged Securities and the Administrative Agent shall, upon the written request of such Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Pledgor which are necessary to allow such Pledgor to exercise such powers with respect to any such Pledged Collateral or any part thereofSecurities; provided, however, that Company no vote shall not exercise be cast, or shall refrain from exercising consent, waiver or ratification given, or action taken by any such right if, in Agent's reasonable judgment, such action or inaction Pledgor that would have a material adverse effect on materially impair the value of the Pledged any Collateral taken as a whole or be inconsistent with or violate any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any provision of the Pledged CollateralLoan Documents (including, and (B) without limitation, any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of action to foreclose any Lien securing any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company Note or to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the enforce any Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementNote).

Appears in 1 contract

Samples: Pledge Agreement (Sterling Chemicals Inc)

Voting Rights; Dividends; Etc. (a) So Notwithstanding certain provisions ----------------------------- of Section 4 hereof, so long as no Event of Default shall have occurred and is continuing and the Agent shall has not have delivered given the notice referred to Company notice of its election to exercise the rights set forth --------- in subsection paragraph (b) below:: ------------- (i) A. The Company shall be entitled to exercise any and all voting and other or consensual rights and powers and stock purchase or subscription rights (but any such exercise by the Company of stock purchase or subscription rights may be made only from funds of the Company not comprising part of the Collateral) relating or pertaining to the Pledged Collateral or any part thereofthereof for any purpose; provided, however, that the Company shall agrees that it will -------- ------- not exercise or shall refrain from exercising any such right if, or power in Agent's reasonable judgment, such action or inaction any manner which would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. (ii) To the extent permitted under the Credit Agreement, B. The Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) retain any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed lawful dividends payable in respect of the Collateral which are paid in cash by any Pledged CollateralIssuer if such dividends are permitted by the Credit Agreement, the Term Loan Agreement and any Permitted Senior Secured Debt Agreement, but all dividends and distributions in respect of the Collateral or any part thereof made in shares of stock or securities or other property or representing any return of capital, whether resulting from a subdivision, combination or reclassification of Collateral or any part thereof or received in exchange for Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any Issuer may be a party or otherwise or as a result of any exercise of any stock purchase or subscription right, shall be and become part of the Collateral hereunder and, if received by the Company, shall be forthwith delivered to the Agent in due form for transfer (i.e., endorsed in blank or accompanied by undated stock or bond powers executed in blank) to be held for the purposes of this Agreement. (b) If an Event C. The Agent shall execute and deliver, or cause to be executed and delivered, to the Company, all such proxies, powers of Default has occurred attorney, dividend orders and is continuing: (i) All rights other instruments as the Company may request for the purpose of enabling the Company to exercise the voting rights and other consensual rights powers which Company would otherwise be it is entitled to exercise pursuant to subsection 7(a)(i)clause (A) above and to receive the dividends which ---------- it is authorized to retain pursuant to clause (B) above. ---------- (b) Upon notice from the Agent during the existence of a Default, and so long as the same shall cease to be effective upon notice by Agent to continuing, all rights and powers which the Company of Agent's intent is entitled to exercise its rights hereunderpursuant to Section 5(a)(A) hereof, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All all rights of the Company to receive and retain any cash --------------- dividends pursuant to Section 5(a)(B) hereof, shall forthwith cease, and all --------------- such rights and powers shall thereupon become vested in the Agent which shall have, during the continuance of such Default, the sole and exclusive authority to exercise such rights and powers and to receive such dividends. Any and all money and other distributions shall cease upon notice property paid over to or received by the Agent pursuant to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and this paragraph (b) such time shall be retained by the Agent as the Required Lenders elect to apply such dividends additional Collateral hereunder ------------- and other distributions to the Secured Obligations (any such application to be applied in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to accordance with the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)hereof.

Appears in 1 contract

Samples: Credit Agreement (United Rentals North America Inc)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default (as defined in Section 11 hereof) shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) belowbe continuing: (i) Company Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereofthereof for any purpose not prohibited by the terms of this Master Agreement; provided, however, that Company following request therefor by Secured Party, Pledgor shall not exercise or or, as the case may be, shall not refrain from exercising any such right if, in Agent's reasonable judgment, if such action or inaction failure to act would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof; and, provided further, that Pledgor shall give Secured Party at least ten days’ written notice of the manner in which it intends to exercise or fail to exercise any such right. (ii) To Secured Party shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the extent permitted under purpose of enabling Pledgor to exercise the Credit Agreement, Company voting and other rights which it is entitled to exercise pursuant to clause (i) above. (iii) Pledgor shall be entitled to receive (A) credited with any cash dividends and dividends, interest or any other cash distributions paid or distribution of property paid, payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in cash in respect of any Pledged the Collateral other than by way of redemption or liquidation of such Collateral. (b) If Upon the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault: (i) All rights of Company Pledgor to exercise the voting and other consensual rights which Company it would otherwise be entitled to exercise pursuant to subsection 7(a)(i), Section 8(a) hereof shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereundercease, and upon delivery of all such notice rights shall thereupon become vested in Agent Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights. In order ; provided, however, Pledgor shall continue to effect have the foregoing, Company hereby grants Agent rights to exercise such voting and other consensual rights notwithstanding the occurrence and continuance of an irrevocable proxy Event of Default until Secured Party delivers a notice to vote the Pledged Collateral Pledgor of its intention to exercise such voting and Company agrees to execute such other proxies as Agent shall reasonably requireconsensual rights. (ii) All rights of Company Pledgor to receive credit for cash dividends, interest, or other distributions in cash pursuant to Section 8(a) hereof shall cease and retain any cash dividends all rights to dividends, interest and other distributions shall cease upon notice by Agent thereupon be vested in Secured Party, who shall thereupon have the sole right to Company receive and any hold as Collateral such dividends dividends, interest and other distributions, or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) direct that all such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends dividends, interest and other distributions to the Secured Obligations (any such application to shall be reinvested in such order and manner set forth in Section 8.03 additional shares of the Credit Agreement)Fund, all of which shall become additional Collateral. All dividends dividends, interest and other distributions which are received by Company Pledgor contrary to the these provisions of this subsection 7(b) shall be received in trust for the benefit of AgentSecured Party, shall be segregated from other property or funds of Company Pledgor and shall be forthwith paid over delivered to Agent Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or registrations on the books of the Fund’s transfer agent).

Appears in 1 contract

Samples: Master Security Agreement (Apollo Group Inc)

Voting Rights; Dividends; Etc. (a) So long as (x) no Event Default Notice shall have been delivered to the Issuer (or, if a Default Notice shall have been delivered, such Default Notice shall have been rescinded and annulled as set forth in Section 4.02 of the Indenture), and prior to the expiration of any Cure Period under the Indenture, and (y) no Acceleration Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) belowbe continuing: (i) Company Each of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral all or any part thereofof the Stock Collateral, Debt Collateral, Membership Interest Collateral and Beneficial Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the organizational documents of such Grantor, the Indenture or any other Related Document; provided, however, that Company such Grantor shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, if such action or inaction would reasonably be expected to have a material adverse effect on the value of the Pledged Collateral taken as a whole all or any material part thereof.of the Stock Collateral, Debt Collateral, Membership Interest Collateral or the Beneficial Interest Collateral; and (ii) To The Security Trustee shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the extent permitted under purpose of enabling such Grantor to exercise the Credit Agreement, Company shall be voting and other rights that it is entitled to receive exercise pursuant to Section 2.05(a)(i). (Ab) Whether or not any cash Default or Event of Default shall have occurred, any and all distributions, dividends, interest, income, payments and proceeds paid or received in respect of the Collateral, including any and all (i) distributions, dividends and other cash distributions interest paid or payable with other than in cash in respect to any of the Pledged Collateralof, and (B) any and all instruments, chattel paper instruments and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged of, or in exchange for, such Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. ; (ii) All rights of Company to receive and retain any cash distributions, dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable in cash in respect of such Stock Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect to of principal of, or in redemption of, or in exchange for, any of the Pledged Collateral shall be paid to Agent and held by Agent to secure into the Secured Obligations until the earlier of (a) such time as such Event of Default is cured Collections Account or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions shall be forthwith delivered to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are Security Trustee, as applicable and, if received by Company contrary to the provisions of this subsection 7(b) such Grantor, shall be received in trust for the benefit of Agentthe Security Trustee, shall be segregated from the #4821-3610-4420v6 other property or funds of Company such Grantor and shall be forthwith paid over to Agent as Pledged Collateral the Collections Account or delivered to the Security Trustee in the same form as so received (with any necessary endorsementindorsement). (c) Upon the delivery of a Default Notice to the Issuer or any of its Subsidiaries (and so long as such Default Notice shall not have been rescinded and annulled as set forth in Section 4.02 of the Indenture), but not prior to the expiration of any Cure Period under the Indenture, or during the continuance of an Acceleration Default, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.05(a)(i) shall cease, and the Security Trustee thereupon shall have the sole right to exercise or refrain from exercising such voting and other consensual rights (including, but not limited to, the right, subject to the restrictions set forth in the applicable organizational documents, to remove or appoint any trustee, directors and officers of any Issuer Subsidiary), provided, however, the Security Trustee shall have no obligation to exercise such voting or consensual right without instruction from the Noteholders.

Appears in 1 contract

Samples: Security Trust Agreement (Willis Lease Finance Corp)

Voting Rights; Dividends; Etc. Each Grantor agrees, subject to the terms of the Intercreditor Agreement: (ai) So that promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Collateral Agent and upon receipt of a written request therefor by the Collateral Agent, so long as no such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the Collateral Agent) to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Administrative Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement) all Distributions with respect to Investment Property, all interest principal and other cash payments on Payment Intangibles, the Pledged Property and all Proceeds of the Pledged Property or any other Collateral, in case thereafter received by such Grantor, in each case, to the extent such Distribution is not permitted under Section 6.05 of the Credit Agreement, all of which shall be held by the Collateral Agent as additional Collateral; and (ii) if an Event of Default shall have occurred and is be continuing and the Collateral Agent has notified such Grantor in writing of the Collateral Agent’s intention to exercise its voting power under this Section 4.1(e)(ii), (A) the Collateral Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares, Pledged Interests, Investment Property or other Equity Interests constituting Collateral. EACH GRANTOR HEREBY GRANTS THE COLLATERAL AGENT AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL SUCH EVENT OF DEFAULT SHALL HAVE BEEN CURED OR WAIVED) EXERCISABLE UNDER SUCH CIRCUMSTANCES, TO, SUBJECT TO THE INTERCREDITOR AGREEMENT, VOTE THE PLEDGED SHARES, PLEDGED INTERESTS, INVESTMENT PROPERTY AND SUCH OTHER COLLATERAL; AND (B) promptly deliver to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Administrative Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement) such additional proxies and other documents as may be necessary to allow the Collateral Agent to exercise such voting power. All Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by any Grantor but which such Grantor is then obligated to deliver to the Collateral Agent (or First Lien Administrative Agent, as applicable), shall, until delivery to the Collateral Agent (or First Lien Administrative Agent, as applicable), be held by such Grantor separate and apart from its other Property in trust for the benefit of the Collateral Agent. The Collateral Agent agrees that unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall not have delivered given the notice referred to Company notice of its election to exercise the rights set forth in subsection in Section 4.1 (b) below: (i) Company e), each Grantor shall be entitled to exercise receive and retain all Distributions permitted by the Credit Agreement and shall have the exclusive voting power, and is granted a proxy, with respect to any and all voting Equity Interests (including any of the Pledged Shares and other consensual rights pertaining Pledged Interests) constituting Collateral. The Collateral Agent shall, upon the written request of any Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power with respect to any such Equity Interests (including any of the Pledged Collateral or any part thereofShares and other Pledged Interests) constituting Collateral; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company no vote shall be entitled to receive (A) cast, or consent, waiver, or ratification given, or action taken by such Grantor that would violate any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 provision of the Credit Agreement or any other Loan Document (including this Security Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 1 contract

Samples: Intercreditor Agreement (Penn Virginia Corp)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default hereunder shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) below: be continuing: (i) Company each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral belonging to such Pledgor pursuant to the limited partnership agreement creating and governing TCLP (the “TCLP Partnership Agreement”), for any purpose not prohibited by the terms of this Pledge Agreement or any part thereofthe Senior Finance Documents; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. and (ii) To except as otherwise provided in Section 6(c) hereof and except for distributions prohibited by the extent permitted under the Credit AgreementSenior Finance Documents, Company each Pledgor shall be entitled to receive (A) receive, retain and distribute, free and clear of the security interest granted hereunder, any dividends, distributions, cash dividends and other cash distributions paid or property from time to time paid, payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any the Pledged CollateralCollateral belonging to such Pledgor. (b) If Pledgor hereby irrevocably appoints the Security Trustee as Pledgor’s proxyholder with respect to the Partnership Interests of Pledgor and any other voting interests or other securities belonging to Pledgor and forming a part of the Pledged Collateral with full power and authority, in the discretion of the Security Trustee, to vote such Partnership Interests and other voting interests or securities and otherwise to act with respect to such Partnership Interests or other voting interests or securities on behalf of Pledgor; provided that this proxy shall only be operative upon the occurrence of an Event of Default has occurred and is continuing: so long as such Event of Default continues. This proxy shall be irrevocable for so long as any of the Secured Obligations remain in existence. Pledgor shall execute and deliver (ior cause to be executed and delivered) All rights to the Security Trustee all proxies and other instruments as the Security Trustee may reasonably request for the purpose of Company enabling the Security Trustee to exercise the voting and other consensual rights which Company would otherwise be it is entitled to exercise pursuant to subsection 7(a)(ithis Section 6(b). (c) Upon the occurrence and during the continuance of an Event of Default hereunder or as otherwise permitted or not restricted pursuant to the provisions of each of the Senior Finance Documents, all rights of the Pledgor to receive and retain dividends, distributions, cash and other property, which it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii), shall cease to and all such rights shall thereupon be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent the Security Trustee, who shall thereupon have the sole right to exercise receive and hold as Pledged Collateral such voting dividends, distributions, cash and other consensual rights. In order property; provided, that until the Enforcement Date, without prejudice to effect the foregoingSenior Finance Documents, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any Security Trustee will hold all dividends, distributions, cash dividends and other distributions shall cease upon notice property paid on and received by Agent it in respect of any Partnership Interest which are transferred to Company it for the account of each Pledgor and any such dividends or other distributions paid or payable with respect will, subject to any right of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) set-off, pay such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends dividends, interest and other distributions moneys to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement)Pledgor upon request. All dividends cash and distributions which are other property received by Company a Pledgor contrary to the provisions of this subsection 7(bSection 6(c) shall be received in trust for the benefit of Agentthe Security Trustee, shall be segregated from other property or funds of Company such Pledgor and shall be forthwith paid over delivered to Agent the Security Trustee as Pledged Collateral in the same form as so received (with any necessary endorsementtransfer documents or endorsements).

Appears in 1 contract

Samples: Pledge and Security Agreement (Wakefield Cable Communications LTD)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have has occurred and is then continuing and Agent shall not have delivered to Company in respect of which the Pledgee has provided Pledgor with notice of its his election to exercise the rights and remedies set forth in subsection (bSection 6(b) below: (i) Company The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Securities, or any part thereof, for any purpose not inconsistent with the terms of this Agreement or the Note; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof.and (ii) To the extent permitted under the Credit AgreementNote, Company the Pledgor shall be entitled to receive all distributions, dividends (A) any cash dividends and other cash distributions paid in the form of cash, securities or payable with respect to any of the Pledged Collateralotherwise), and (B) any and all cash, instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) from time to time received, receivable or otherwise distributed in respect of any the Pledged CollateralSecurities. (b) If At any time that an Event of Default has occurred and is continuing:then continuing in respect of which the Pledgee has provided Pledgor with notice of his election to exercise the rights and remedies set forth in this Section 6(b): (i) All rights of Company the Pledgor to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), in respect of the Pledged Securities shall immediately cease to be effective upon his receipt of notice by Agent to Company from the Pledgee of Agent's the Pledgee’s intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company the Pledgor to receive and retain any cash distributions, dividends and other distributions shall cease upon notice by Agent to Company and any such dividends (in the form of cash, securities or otherwise), instruments, chattel paper or other distributions property paid or payable with respect to any of the Pledged Collateral Securities shall immediately cease and any such distributions, dividends (in the form of cash, securities or otherwise), instruments, chattel paper or other property paid or payable with respect to any of the Pledged Securities shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of Pledgee (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions for application to the Secured Note Obligations (any such application to be in such order and manner as set forth in Section 8.03 12, with respect to any cash or cash equivalents, or to be held by the Pledgee as additional security for the Note Obligations, with respect to any other type of property). Any distributions, dividends (in the form of cash, securities or otherwise), instruments, chattel paper or other property paid or payable with respect to any of the Credit Agreement). All dividends Pledged Securities and distributions which are received by Company the Pledgor contrary to the provisions of this subsection 7(b) Agreement shall be received in trust for the benefit of Agentthe Pledgee, shall be segregated from other funds assets (including, in the case of Company cash or cash equivalents, other funds) of Pledgor and shall be forthwith paid over to Agent the Pledgee (for application to the Obligations as Pledged Collateral set forth in Section 12, with respect to any cash or cash equivalents, or to be held by the same form Pledgee as so received (additional security for the Note Obligations, with respect to any necessary endorsementother type of property).

Appears in 1 contract

Samples: Pledge Agreement (Star Scientific Inc)

Voting Rights; Dividends; Etc. Subject to the Intercreditor Agreement, each Pledgor agrees to deliver (properly endorsed where required hereby or requested by the Collateral Agent) to the Collateral Agent: (a) So long as no after an Event of Default shall have occurred and be continuing, promptly upon receipt thereof by either Pledgor and without any request therefor by the Collateral Agent, all Dividends and Distributions (to which such Pledgor is continuing entitled or entitled to receive a security interest therein) and all interest, all other cash payments, and all proceeds of the Collateral, all of which shall be held by the Collateral Agent shall not have delivered to Company notice of its election to exercise the rights set forth as additional Collateral for use in subsection accordance with Article VI; and (b) below: (i) Company after an Event of Default shall have occurred and be entitled continuing, promptly upon request of the Collateral Agent, such proxies and other documents as may be necessary to allow the Collateral Agent to exercise any and all voting and other consensual rights pertaining power to the which either Pledgor is entitled with respect to any share of capital stock (including Pledged Collateral or any part thereofUnits) constituting Collateral; provided, however, that Company unless an Event of Default shall not exercise or have occurred and be continuing, each Pledgor shall refrain from exercising any such right ifbe entitled: (c) to exercise, in Agent's its reasonable judgment, such action or inaction but in a manner which would not have a material adverse effect on the value of the Pledged Units, and in a manner not inconsistent with the terms of the Credit Documents (including this Pledge Agreement) the voting power and all other incidental rights of ownership with respect to any Pledged Units or other shares of capital stock constituting Collateral taken as a whole or any material part thereof.(subject to such Pledgor's obligation to deliver to the Collateral Agent such Pledged Units and other shares in pledge hereunder); and (iid) To to the extent permitted under prompt receipt of all Dividends in accordance with Section 2.4. All Dividends, Distributions, interest, cash payments, and proceeds which may at any time and from time to time be held by either Pledgor but which such Pledgor is then obligated to deliver to the Collateral Agent, shall, until delivery to the Collateral Agent, be held by such Pledgor separate and apart from its other property in trust for the Collateral Agent. The Collateral Agent agrees that unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall, upon the written request of either Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Pledgor which are necessary to allow such Pledgor to exercise any voting power to which such Pledgor is entitled with respect to any share of capital stock (including Pledged Units) constituting Collateral; provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Pledgor that would impair any Collateral or be inconsistent with or violate any provision of the Credit Agreement, Company shall be entitled to receive the 1996 Master Lease Agreement or any other Credit Document (A) any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit including this Pledge Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 1 contract

Samples: Secured Revolving Credit Agreement (Boston Chicken Inc)

Voting Rights; Dividends; Etc. Each Pledgor agrees: (a) So long as no after any Event of Default shall have occurred and is continuing be continuing, promptly upon receipt thereof by such Pledgor and without any request therefor by the Administrative Agent, to deliver (properly indorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Dividends, Distributions, interest, principal, other cash payments, and proceeds of the Collateral, all of which shall not have delivered to Company notice of its election to exercise be held by the rights set forth Administrative Agent as additional Collateral for use in subsection accordance with Section 6.4; and (b) belowafter any Event of Default shall have occurred and be continuing and the Administrative Agent has notified such Pledgor of the Administrative Agent’s intention to exercise its voting power under this clause: (i) Company the Administrative Agent may exercise (to the exclusion of such Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Equity Interests or other Equity Interests constituting Collateral and such Pledgor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Equity Interests and such other Collateral; and (ii) such Pledgor shall promptly deliver to the Administrative Agent such additional proxies and other documents as may be necessary to allow the Administrative Agent to exercise such voting power. All Dividends, Distributions, interest, principal, cash payments, and proceeds which may at any time and from time to time be held by any Pledgor but which such Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by each Pledgor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that until an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in clause (b) above, each Pledgor shall have the exclusive voting power with respect to any Equity Interests constituting Collateral and the Administrative Agent shall, upon the written request of each Pledgor, promptly deliver such proxies and other documents, if any, as shall be entitled reasonably requested by each Pledgor which are necessary to allow such Pledgor to exercise voting power with respect to any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereofsuch Equity Interests constituting Collateral; provided, however, that Company no vote shall not exercise be cast, or shall refrain from exercising any such right ifconsent, in Agent's reasonable judgmentwaiver, such or ratification given, or action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. (ii) To action not taken by the extent permitted under the Credit Agreement, Company shall Pledgor that would impair any Collateral or be entitled to receive (A) inconsistent with or violate any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 provision of the Credit Agreement or any other Loan Document (including this Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 1 contract

Samples: Pledge Agreement (First Advantage Corp)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise be continuing, the rights set forth in subsection (b) below: (i) Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged WTC Capital Stock or Intercompany Notes constituting Collateral or any part thereofthereof for any purpose not inconsistent with the terms of this Security Agreement, the Senior Note Indenture or any other Senior Note Collateral Document or the Convertible Note Indenture or any Convertible Note Collateral Document; provided, however, provided that the Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, if such action would be inconsistent with or inaction would have a material adverse effect on violate any provisions of this Security Agreement, the value of the Pledged Collateral taken as a whole Senior Note Indenture or any material part thereofother Senior Note Collateral Document or the Convertible Note Indenture or any Convertible Note Collateral Document. (iib) To So long as no Event of Default shall have occurred and be continuing, and subject to the extent permitted under other terms and conditions hereof and of the Credit AgreementSenior Note Indenture, or of the Convertible Note Indenture, the Company shall be entitled to receive (A) any cash dividends receive, and other cash distributions paid or payable with respect to any utilize free and clear of the Pledged CollateralLien of this Security Agreement, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed payments made from time to time in respect of any Pledged Collateralthe WTC Capital Stock or Intercompany Notes, whether dividends, distributions or otherwise. (bc) If The Collateral Agent and/or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged) shall execute and deliver (or cause to be executed and delivered) to the Company all such proxies and other instruments as the Company may reasonably request for the purpose of enabling the Company to exercise the voting and other rights that it is entitled to exercise pursuant to Section 7(a) above. (d) Upon the occurrence and during the continuance of an Event of Default has occurred and is continuing: Default, (i) All all rights of the Company to exercise the voting and other consensual rights which Company that it would otherwise be entitled to exercise pursuant to subsection 7(a)(i), Section 7(a) shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereundercease, and upon delivery of all such notice rights shall thereupon become vested in the Collateral Agent who on behalf of, or if necessary, directly in, the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), which shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral ; and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such all interest, principal payments, dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).other

Appears in 1 contract

Samples: Security and Pledge Agreement (PLD Telekom Inc)

Voting Rights; Dividends; Etc. (a) 7.1 So long as no Event of Default (as defined in Section 11 hereof) shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) belowbe continuing: (ia) Company Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereofthereof for any purpose not prohibited by the terms of this Agreement; provided, however, that Company following request therefor by the Collateral Agent, Grantor shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, if such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof; and, provided further, that Grantor shall give the Collateral Agent at least ten days' written notice of the manner in which it intends to exercise any such right. (iib) To Collateral Agent shall execute and deliver (or cause to be executed and delivered) to Grantor all such proxies and other instruments as Grantor may reasonably request for the extent permitted under purpose of enabling Grantor to exercise the Credit Agreement, Company voting and other rights which it is entitled to exercise pursuant to clause (a) above. (c) Grantor shall be entitled to receive (A) and retain any cash dividends and dividends, interest or any other distribution of property paid, payable or otherwise distributed in cash distributions paid or payable with in respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If 7.2 Upon the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault: (ia) All rights of Company Grantor to exercise the voting and other consensual rights which Company it would otherwise be entitled to exercise pursuant to subsection 7(a)(i), Section 7.1(a) shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereundercease, and upon delivery of all such notice rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order ; provided, however, Grantor shall continue to effect have the foregoing, Company hereby grants rights to exercise such voting and other consensual rights notwithstanding the occurrence and continuance of an Event of Default until the Collateral Agent an irrevocable proxy delivers a notice to vote the Pledged Collateral Grantor of its intention to exercise such voting and Company agrees to execute such other proxies as Agent shall reasonably requireconsensual rights. (iib) All rights of Company Grantor to receive cash dividends, interest, or other distributions in cash, which it would otherwise be authorized to receive and retain any cash dividends pursuant to Section 7.1(a) shall cease and all rights to dividends, interest and other distributions shall cease upon notice by Agent thereupon be vested in the Collateral Agent, who shall thereupon have the sole right to Company receive and any hold as Pledged Collateral such dividends interest or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends distributions. All dividends, interest and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company Grantor contrary to the these provisions of this subsection 7(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of Company Grantor and shall be forthwith paid over delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 1 contract

Samples: Stock Pledge Agreement (Airborne Inc /De/)

Voting Rights; Dividends; Etc. (a) So long as (x) no Event Default Notice shall have been delivered to the Issuer (or, if a Default Notice shall have been delivered, such Default Notice shall have been rescinded and annulled as set forth in Section 4.02 of the Indenture), and prior to the expiration of any Cure Period under the Indenture, and (y) no Acceleration Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) belowbe continuing: (i) Company Each of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral all or any part thereofof the Stock Collateral, Debt Collateral, Membership Interest Collateral and Beneficial Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the organizational documents of such Grantor, the Indenture or any other Related Document; provided, however, that Company such Grantor shall not exercise or shall refrain from exercising [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. any such right if, in Agent's reasonable judgment, if such action or inaction would reasonably be expected to have a material adverse effect on the value of the Pledged Collateral taken as a whole all or any material part thereof.of the Stock Collateral, Debt Collateral, Membership Interest Collateral or the Beneficial Interest Collateral; and (ii) To The Security Trustee shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the extent permitted under purpose of enabling such Grantor to exercise the Credit Agreement, Company shall be voting and other rights that it is entitled to receive exercise pursuant to Section 2.05(a)(i). (Ab) Whether or not any cash Default or Event of Default shall have occurred, any and all distributions, dividends, interest, income, payments and proceeds paid or received in respect of the Collateral, including any and all (i) distributions, dividends and other cash distributions interest paid or payable with other than in cash in respect to any of the Pledged Collateralof, and (B) any and all instruments, chattel paper instruments and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged of, or in exchange for, such Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. ; (ii) All rights of Company to receive and retain any cash distributions, dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable in cash in respect of such Stock Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect to of principal of, or in redemption of, or in exchange for, any of the Pledged Collateral shall be paid to Agent and held by Agent to secure into the Secured Obligations until the earlier of (a) such time as such Event of Default is cured Collections Account or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions shall be forthwith delivered to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are Security Trustee, as applicable and, if received by Company contrary to the provisions of this subsection 7(b) such Grantor, shall be received in trust for the benefit of Agentthe Security Trustee, shall be segregated from the other property or funds of Company such Grantor and shall be forthwith paid over to Agent as Pledged Collateral the Collections Account or delivered to the Security Trustee in the same form as so received (with any necessary endorsementindorsement). (c) Upon the delivery of a Default Notice to the Issuer or any of its Subsidiaries (and so long as such Default Notice shall not have been rescinded and annulled as set forth in Section 4.02 of the Indenture), but not prior to the expiration of any Cure Period under the Indenture, or during the continuance of an Acceleration Default, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.05(a)(i) shall cease, and the Security Trustee thereupon shall have the sole right to exercise or refrain from exercising such voting and other consensual rights (including, but not limited to, the right, subject to the restrictions set forth in the applicable organizational documents, to remove or appoint any trustee, directors and officers of any Issuer Subsidiary), provided, however, the Security Trustee shall have no obligation to exercise such voting or consensual right without instruction from the Noteholders.

Appears in 1 contract

Samples: Security Trust Agreement (Willis Lease Finance Corp)

Voting Rights; Dividends; Etc. Each Pledgor agrees: (a) So long as no if any Event of Default shall have occurred and is continuing be continuing, promptly upon receipt thereof by such Pledgor and without any request therefor by the Collateral Agent, to deliver (properly endorsed where required hereby or requested by the Collateral Agent) to the Collateral Agent, all Dividends, Distributions and all proceeds of the Collateral, all of which shall be held by the Collateral Agent shall not have delivered to Company notice of its election to exercise the rights set forth as additional Collateral for use in subsection accordance with Section 6.3; and (b) belowif any Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified such Pledgor in writing of the Collateral Agent’s intention to exercise its voting power under this Section: (i) Company shall the Collateral Agent may exercise (to the exclusion of such Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Securities constituting Collateral and such Pledgor hereby grants the Collateral Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Securities; and (ii) promptly to deliver to the Collateral Agent such additional proxies and other documents as may be entitled necessary to allow the Collateral Agent to exercise such voting power. All Dividends, Distributions and proceeds which may at any time and from time to time be held by a Pledgor but which such Pledgor is then obligated to deliver to the Collateral Agent, shall, until delivery to the Collateral Agent, be held by such Pledgor separate and apart from its other property in trust for the Collateral Agent. The Collateral Agent agrees that unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given the written notice referred to in this Section, each Pledgor has the exclusive power to exercise all voting and other consensual rights pertaining with respect to any Pledged Securities and the Collateral Agent shall, upon the written request of such Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Pledgor which are necessary to allow such Pledgor to exercise such powers with respect to any such Pledged Collateral or any part thereofSecurities; provided, however, that Company no vote shall not exercise be cast, or shall refrain from exercising consent, waiver or ratification given, or action taken by any such right if, in Agent's reasonable judgment, such action or inaction Pledgor that would have a material adverse effect on materially impair the value of the Pledged any Collateral taken as a whole or be inconsistent with or violate any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any provision of the Pledged CollateralIndenture Documents (including, and (B) without limitation, any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of action to foreclose any Lien securing any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company Note or to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the enforce any Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementNote).

Appears in 1 contract

Samples: Pledge Agreement (Sterling Chemicals Inc)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise be continuing, the rights set forth in subsection (b) below: (i) Leasing Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Collateral, including amending, modifying, supplementing or replacing any Telecommunications Asset Lease, or any part thereofthereof for any purpose not inconsistent with the terms of this Security Agreement, the Senior Note Indenture or any other Senior Note Collateral Document or the Convertible Note Indenture or any Convertible Note Collateral Documents; provided, however, provided that the Leasing Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, if such action would be inconsistent with or inaction would have a material adverse effect on violate any provisions of this Security Agreement, the value of the Pledged Collateral taken as a whole Senior Note Indenture or any material part thereof. (ii) To other Senior Note Collateral Document or the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) Convertible Note Indenture or any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged CollateralConvertible Note Collateral Documents. (b) If All payments made from time to time on, or with respect to Telecommunications Asset Leases, Intercompany Notes constituting Collateral or, Qualified Investments (other than Excluded Qualified Investments) constituting Collateral, whether lease payments and rents, interest or principal payments, dividends, distributions or otherwise, shall be delivered to the applicable Trustee for deposit in the Leasing Company Escrow Account or the Convertible Note Escrow Account if the Company Senior Note Escrow Account Agreement has been terminated. (c) The Collateral Agent and/or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged) shall execute and deliver (or cause to be executed and delivered) to the Leasing Company all such proxies and other instruments as the Leasing Company may reasonably request for the purpose of enabling the Leasing Company to exercise the voting and other rights that it is entitled to exercise pursuant to Section 7(a) above. (d) Upon the occurrence and during the continuance of an Event of Default has occurred and is continuing: Default, (i) All all rights of the Leasing Company to exercise the voting and other consensual rights which Company that it would otherwise be entitled to exercise pursuant to subsection 7(a)(i), Section 7(a) shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereundercease, and upon delivery of all such notice rights shall thereupon become vested in the Collateral Agent who on behalf of, or if necessary, directly in, the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), which shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (iie) All rights Upon the occurrence and during the continuance of an Event of Default, the Leasing Company shall execute and deliver (or cause to receive be executed and retain any cash dividends delivered) to the Collateral Agent and/or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged) all such proxies and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time instruments as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Collateral Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 1 contract

Samples: Leasing Company Security and Pledge Agreement (PLD Telekom Inc)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is be continuing and until written notice from the Collateral Agent to the Company, given during the continuance of an Event of Default (other than an Event of Default under Section 5.01(6) or 5.01(7) of the Indenture relating only to the Company, in which case no notice shall not have delivered to Company notice of its election be required), that the Collateral Agent intends to exercise its rights to vote the rights set forth in subsection (b) below: (i) Collateral, the Company shall be entitled to exercise any and all voting and other consensual corporate rights pertaining to the Pledged Collateral Kaiser Common Shares or any part thereofother voting securities constituting Collateral for any purpose not inconsistent with the terms of the Indenture, this Agreement or the Exchangeable Securities; provided, however, that Company no vote shall not exercise be cast or shall refrain from exercising consent, waiver or ratification given or action taken that would be inconsistent with or violate any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value provision of the Pledged Collateral taken as a whole Indenture, this Agreement or any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) Exchangeable Securities. If an Event of Default has occurred and is continuing: (i) All , upon written notice from the Collateral Agent to the Company that it has determined that it will exercise such rights, all rights of the Company to exercise the voting and other consensual corporate rights which Company it would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its and all such rights hereunder, and upon delivery of such notice shall become vested in Agent who the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rightscorporate rights during the continuance of such Event of Default. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged The Collateral and Company agrees to execute such other proxies as Agent shall reasonably requirehave no duty to the Company to exercise any of the aforesaid voting or other consensual rights, and shall not be responsible for any failure to do so or delay in so doing. When any and all Events of Default have been cured or waived, such voting and consensual corporate rights shall revert to the Company. (iib) All Unless an Event of Default has occurred and is continuing, the Company shall be entitled to receive (or to receive from the Collateral Agent if theretofore delivered to the Collateral Agent) and retain, free of the Lien of this Pledge Agreement, (1) all cash dividends and cash distributions paid on the Kaiser Common Shares or other securities included in the Collateral, other than Extraordinary Cash Distributions, (2) all interest payments on any debt securities or other property included in the Collateral and (3) any net income or gain on any investment of cash made by the Collateral Agent pursuant to this Pledge Agreement (such amounts in clauses (1) through (3), collectively, "Excluded Items"). During the continuance of an Event of Default, all rights of the Company to receive and retain Excluded Items shall cease, and the Collateral Agent shall thereupon have the sole right to receive any Excluded Items during the continuance of such Event of Default; provided, however, that no Excluded Items shall become part of the Exchange Property. All Excluded Items retained by the Collateral Agent shall be deposited in a collateral default account established by the Collateral Agent for such purpose. At such time, if any, as all Events of Default shall have been cured or waived and no Event of Default shall be continuing, the right of the Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral all Excluded Items shall be paid reinstated, and the Collateral Agent shall deliver to Agent and the Company all Excluded Items then held by Agent to secure it, upon delivery by the Secured Obligations until the earlier Company of (a) such time as such an Officers' Certificate stating that no Event of Default has occurred and is cured or waived continuing. (c) In order to permit the Company to exercise the voting and (b) other consensual rights which it may be entitled to exercise pursuant to Section 7(a), and to receive all Excluded Items which it may be entitled to receive under Section 7(b), the Collateral Agent shall, upon written notice from the Company, from time to time execute and deliver to the Company such time instruments as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)may reasonably request.

Appears in 1 contract

Samples: Indenture (Maxxam Inc)

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Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise be continuing, the rights set forth in subsection (b) below: (i) Leasing Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Collateral, including amending, modifying, supplementing or replacing any Telecommunications Asset Lease, or any part thereofthereof for any purpose not inconsistent with the terms of this Security Agreement, the Senior Note Indenture or any other Senior Note Collateral Document or the Convertible Note Indenture or any Convertible Note Collateral Documents; provided, however, provided that the Leasing Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, if such action would be inconsistent with or inaction would have a material adverse effect on violate any provisions of this Security Agreement, the value of the Pledged Collateral taken as a whole Senior Note Indenture or any material part thereof. (ii) To other Senior Note Collateral Document or the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) Convertible Note Indenture or any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged CollateralConvertible Note Collateral Documents. (b) If an Event of Default has occurred All payments made from time to time on, or with respect to Telecommunications Asset Leases, Intercompany Notes constituting Collateral or, Qualified Investments (other than Excluded Qualified Investments) constituting Collateral, whether lease payments and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i)rents, interest or principal payments, dividends, distributions or otherwise, shall cease be delivered to be effective upon notice by Agent to the applicable Trustee for deposit in the Leasing Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have Escrow Account or the sole right to exercise such voting and other consensual rights. In order to effect Convertible Note Escrow Account if the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably requireSenior Note Escrow Account Agreement has been terminated. (iic) All rights of Company to receive The Collateral Agent and/or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and retain any cash dividends the Senior Note Indenture has been satisfied and other distributions discharged) shall cease upon notice by Agent to Company execute and any such dividends deliver (or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application cause to be in such order executed and manner set forth in Section 8.03 of the Credit Agreementdelivered). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 1 contract

Samples: Leasing Company Security and Pledge Agreement (PLD Telekom Inc)

Voting Rights; Dividends; Etc. Subject to the terms, conditions and provisions of the Intercreditor Agreement, each Grantor agrees promptly upon receipt of notice from the Administrative Agent of the Administrative Agent’s or Collateral Agent’s intent to seek remedies under this Section 4.1.5 after the occurrence and continuance of a Specified Default: (a) So so long as no Event such Specified Default shall continue, to deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Collateral Agent all Dividends and Distributions with respect to Investment Property constituting Collateral, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Collateral Agent as additional Collateral; and (b) with respect to Collateral consisting of general partner interests or limited liability company interests, upon the occurrence and continuance of a Specified Default and so long as the Collateral Agent has notified such Grantor of the Collateral Agent’s intention to exercise its voting power (pursuant to the written direction of the Administrative Agent) under this clause, (i) that the Collateral Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral and such Grantor hereby grants the Collateral Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (ii) to promptly deliver to the Collateral Agent such additional proxies and other documents as may be necessary to allow the Collateral Agent to exercise such voting power. Subject to the terms, conditions and provisions of the Intercreditor Agreement, all dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the Collateral Agent, shall, until delivery to the Collateral Agent, be held by such Grantor separate and apart from its other property for the benefit of the Collateral Agent. Subject to the terms, conditions and provisions of the Intercreditor Agreement, the Collateral Agent agrees that unless a Specified Default shall have occurred and is be continuing and the Collateral Agent shall not have delivered given the notice referred to Company notice in clause (b), such Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Collateral Agent will, upon the written request of its election such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral (except to the extent expressly permitted by the Credit Agreement) or be inconsistent with or violate any provision of any Loan Document. After any and all Events of Default have been cured or waived, (i) each Grantor shall have the right to exercise the rights set forth in subsection (b) below: (i) Company shall be entitled to exercise any and all voting voting, managerial and other consensual rights pertaining to the Pledged Collateral or any part thereof; provided, however, and powers that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company it would otherwise be entitled to exercise pursuant to subsection 7(a)(i)this Section 4.1.5 and receive the payments, shall cease to proceeds, dividends, distributions, monies, compensation, property, assets, instruments or rights which it would be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company authorized to receive and retain any pursuant to this Section 4.1.5 and (ii) within ten Business Days after notice of such cure or waiver, the Collateral Agent shall repay and deliver to each Grantor all cash dividends and other distributions shall cease upon notice by Agent monies that such Grantor is entitled to Company and any such dividends or other distributions paid or payable with respect retain pursuant to any this Section 4.1.5 which was not applied in repayment of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Obligations.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Hanesbrands Inc.)

Voting Rights; Dividends; Etc. Each Pledgor agrees: (a) So long as no after any Event of Default shall have occurred and is continuing be continuing, promptly upon receipt thereof by such Pledgor and without any request therefor by the Administrative Agent, to deliver (properly indorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Dividends, Distributions, interest, principal, other cash payments, and proceeds of the Collateral, all of which shall not have delivered to Company notice of its election to exercise be held by the rights set forth Administrative Agent as additional Collateral for use in subsection accordance with Section 6.4; and (b) belowafter any Event of Default shall have occurred and be continuing and the Administrative Agent has notified such Pledgor of the Administrative Agent's intention to exercise its voting power under this clause: (i) Company the Administrative Agent may exercise (to the exclusion of such Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Equity Interests or other Equity Interests constituting Collateral and such Pledgor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Equity Interests and such other Collateral; and (ii) such Pledgor shall promptly deliver to the Administrative Agent such additional proxies and other documents as may be necessary to allow the Administrative Agent to exercise such voting power. All Dividends, Distributions, interest, principal, cash payments, and proceeds which may at any time and from time to time be held by any Pledgor but which such Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by each Pledgor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that until an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in clause (b) above, each Pledgor shall have the exclusive voting power with respect to any Equity Interests constituting Collateral and the Administrative Agent shall, upon the written request of each Pledgor, promptly deliver such proxies and other documents, if any, as shall be entitled reasonably requested by each Pledgor which are necessary to allow such Pledgor to exercise voting power with respect to any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereofsuch Equity Interests constituting Collateral; provided, however, that Company no vote shall not exercise be cast, or shall refrain from exercising any such right ifconsent, in Agent's reasonable judgmentwaiver, such or ratification given, or action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. (ii) To action not taken by the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) Pledgor that would impair any cash dividends and other cash distributions paid Collateral or payable with respect to violate any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 provision of the Credit Agreement or any other Loan Document (including this Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 1 contract

Samples: Pledge Agreement (Integra Lifesciences Holdings Corp)

Voting Rights; Dividends; Etc. (a) So long as no Default or Event of Default shall have occurred and is continuing and Agent be continuing, each Grantor shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) below: be entitled (i) Company shall be entitled to exercise or refrain from exercising any and or all voting and other consensual rights pertaining to the Pledged in respect of such respective Grantor’s Collateral or any part thereof; provided, however, that Company shall thereof for all purposes not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on inconsistent with the value provisions of the Pledged Collateral taken as a whole or any material part thereof. this Agreement and (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) from the Custodian any cash dividends and dividend, interest or other cash distributions paid or payable distribution with respect to the respective Grantor’s Collateral actually received by the Custodian (except for any of distribution specified by the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable issuer in a writing delivered or otherwise distributed notified to the Collateral Agent as a special, extraordinary or liquidating dividend), net of withholding for any tax, assessment, charge or levy. In order to release such dividend, interest or distribution, the respective Grantor may execute an appropriate Collateral Release Request in respect thereof, subject to its Borrowing Base being equal to at least 100% of any Pledged Collateralsuch Grantor’s Secured Obligations upon the release thereof. (b) If an The Collateral Agent shall notify each Grantor of such rights or discretionary actions or of the date or dates by when such rights must be exercised or such action must be taken provided that the Custodian has received, from the issuer or the relevant depository (with respect to Securities issued in the United States) or from the relevant subcustodian, depository or a nationally or internationally recognized bond or corporate action service to which the Custodian subscribes, timely notice of such rights or discretionary corporate action and of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of such notice, the Collateral Agent and the Custodian shall have no liability for failing to so notify a Grantor. (c) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer optional rights on a Grantor or provide for discretionary action or alternative courses of action by such Grantor, such Grantor shall be responsible for making any decisions relating thereto and for directing the Collateral Agent. In order for the Collateral Agent to act, it must receive the Grantor’s written instructions at its offices, addressed as the Collateral Agent may from time to time request, not later than noon (New York time) at least two (2) Business Days prior to the last scheduled date to act with respect to such Securities (or such earlier date or time as the Collateral Agent may notify the Grantor). Absent the Collateral Agent’s timely receipt of such written instructions, the Collateral Agent shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities. (d) Except as provided in Section 7.04(e), all voting rights with respect to Securities, however registered, shall be exercised by the Grantor or its designee. For Securities issued in the United States, the Collateral Agent’s only duty shall be to mail to the respective Grantor any documents (including proxy statements, annual reports and signed proxies) received by the Collateral Agent relating to the exercise of such voting rights. With respect to Securities issued outside of the United States, the Collateral Agent’s only duty shall be to provide the respective Grantor with access to a provider of global proxy services at such Grantor’s request. Such Grantor shall be responsible for all costs associated with its use of such services. (e) Upon the occurrence of a Default or Event of Default has occurred and is continuing: Default, (i) All rights each Grantor shall hold any dividends, interest or other distributions which it receives with respect to its respective Collateral in trust for the Collateral Agent, separate from all other moneys of Company such Grantor, and forthwith transfer such dividends, interest or other distributions to exercise the voting Custodian for crediting to the relevant Collateral Accounts, (ii) the Collateral Agent shall be entitled to register all or any item of such Collateral in its own name or in the name of its nominee or designee and other consensual rights which Company would otherwise (iii) the Collateral Agent shall be entitled to exercise pursuant all voting rights, and to subsection 7(a)(i)give any and all consents in connection with, any and all Securities, and each Grantor hereby grants the Collateral Agent an irrevocable proxy and irrevocably appoints the Collateral Agent its attorney-in-fact coupled with an interest to vote or otherwise act in furtherance of the purposes hereof. Upon request from any Grantor, the Collateral Agent shall cease forthwith make and deliver to be effective upon notice by Agent such Grantor such powers of attorney, consents or waivers as such Grantor shall reasonably request in order to Company of Agent's intent permit such Grantor to exercise its rights hereunderunder this Section 7.04. Upon request, each Grantor shall forthwith make and upon delivery deliver to the Collateral Agent such powers of such notice become vested attorney, consents and waivers (in addition to the power of attorney and consent set forth in this Section 7.04(e)) as the Collateral Agent who shall thereupon have reasonably request in order to permit the sole right Collateral Agent to exercise such voting its rights under this Section 7.04 and other consensual rightsthis Agreement. In order to effect Notwithstanding the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain no Grantor may take any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable action under this Section 7.04 with respect to any Collateral that, in the Administrative Agent’s reasonable judgment, (i) would in any way adversely affect the Lien created under this Agreement with respect to an item of Collateral or impair the interest or rights of the Pledged Collateral shall Agent therein, except as permitted by Section 4.04, or (ii) would otherwise be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to inconsistent with the provisions of this subsection 7(bAgreement or result in a violation hereof. No Grantor shall give any consent or waiver, authorize any assumption, make any modification and supplement, or take other action with respect to any Collateral in any manner inconsistent with the manner in which such Grantor acts with respect to investments of the same type held by such Grantor for its own account. (f) shall be received in trust for With respect to the benefit duties of the Collateral Agent, the provisions of paragraphs (b), (c) and (d) of this Section that are applicable to each Grantor shall be segregated from other funds apply to the Collateral Agent in any exercise of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received its rights under paragraph (with any necessary endorsement)e) of this Section.

Appears in 1 contract

Samples: Pledge and Security Agreement (Endurance Specialty Holdings LTD)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise be continuing, the rights set forth in subsection (b) below: (i) Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged WTC Capital Stock or Intercompany Notes constituting Collateral or any part thereofthereof for any purpose not inconsistent with the terms of this Security Agreement, the Senior Note Indenture or any other Senior Note Collateral Document or the Convertible Note Indenture or any Convertible Note Collateral Document; provided, however, provided that the Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, if such action would be inconsistent with or inaction would have a material adverse effect on violate any provisions of this Security Agreement, the value of the Pledged Collateral taken as a whole Senior Note Indenture or any material part thereofother Senior Note Collateral Document or the Convertible Note Indenture or any Convertible Note Collateral Document. (iib) To So long as no Event of Default shall have occurred and be continuing, and subject to the extent permitted under other terms and conditions hereof and of the Credit AgreementSenior Note Indenture, or of the Convertible Note Indenture, the Company shall be entitled to receive (A) any cash dividends receive, and other cash distributions paid or payable with respect to any utilize free and clear of the Pledged CollateralLien of this Security Agreement, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed payments made from time to time in respect of any Pledged Collateralthe WTC Capital Stock or Intercompany Notes, whether dividends, distributions or otherwise. (bc) If The Collateral Agent and/or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged) shall execute and deliver (or cause to be executed and delivered) to the Company all such proxies and other instruments as the Company may reasonably request for the purpose of enabling the Company to exercise the voting and other rights that it is entitled to exercise pursuant to Section 7(a) above. (d) Upon the occurrence and during the continuance of an Event of Default has occurred and is continuing: Default, (i) All all rights of the Company to exercise the voting and other consensual rights which Company that it would otherwise be entitled to exercise pursuant to subsection 7(a)(i), Section 7(a) shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereundercease, and upon delivery of all such notice rights shall thereupon become vested in the Collateral Agent who on behalf of, or if necessary, directly in, the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), which shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral ; and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such all interest, principal payments, dividends or other distributions paid payable or payable with other payments made in respect to any of the Pledged Collateral shall constitute Collateral and shall be paid directly to the Collateral Agent and held by Agent the Company's right to secure the Secured Obligations until the earlier of (areceive such payments pursuant to Section 7(d) hereof shall immediately cease and all such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) payments shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral deposited in the same form as so received (with any necessary endorsement).Company Senior Note Escrow Account or the Convertible

Appears in 1 contract

Samples: Security Agreement (Nwe Capital Cyprus LTD)

Voting Rights; Dividends; Etc. Each Pledgor agrees: (a) So long as no if an Event of Default shall have occurred and is continuing be continuing, promptly upon receipt of notice thereof by such Pledgor and without any request therefore by the Collateral Agent, to deliver (properly endorsed where required hereby or requested by the Collateral Agent) to the Collateral Agent all Dividends, Distributions and all proceeds of the Collateral, all of which shall not have delivered to Company notice of its election to exercise be held by the rights set forth Collateral Agent as additional Collateral for use in subsection accordance with Section 6.4 hereof; and (b) belowif an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified such Pledgor of the Collateral Agent's intention to exercise its voting power under this Section: (i) Company shall the Collateral Agent may exercise (to the exclusion of such Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares or other Capital Stock constituting Collateral, and such Pledgor hereby grants the Collateral Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such other Collateral; and (ii) promptly to deliver to the Collateral Agent such additional proxies and other documents as may be entitled necessary to allow the Collateral Agent to exercise such voting power. All Dividends, Distributions and proceeds which may at any time and from time to time be held by Pledgor but which Pledgor is then obligated to deliver to the Collateral Agent, shall, until delivery to the Collateral Agent, be held by such Pledgor separate and apart from its other property in trust for the Collateral Agent. The Collateral Agent agrees that unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given the notice referred to in this Section, each Pledgor have the exclusive power to exercise all voting and other consensual rights pertaining with respect to any Capital Stock (including any of the Pledged Shares) constituting Collateral or and the Collateral Agent shall, upon the written request of such Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Pledgor, and which are necessary to allow such Pledgor to exercise such powers with respect to any part thereofsuch share of Capital Stock (including any of the Pledged Shares) constituting Collateral; provided, however, that Company no vote shall not exercise be cast, or shall refrain from exercising consent, waiver or ratification given, or action taken by any such right if, in Agent's reasonable judgment, such action or inaction Pledgor that would have a material adverse effect on materially impair the value of the Pledged any Collateral taken as a whole or be inconsistent with or violate any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any provision of the Pledged CollateralIndenture, and (B) any and all instruments, chattel paper and other rights, property the Senior Secured Notes or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateralthis Pledge Agreement. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 1 contract

Samples: Stock Pledge and Security Agreement (Sterling Chemical Inc)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) below: be continuing, each Grantor (i) Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Security Collateral of such Grantor or any part thereofthereof for any purpose; provided, however, that Company shall such Grantor will not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, if such action or inaction would have a material adverse effect on the value rights and remedies of the Pledged Collateral taken as a whole Agent or the other Secured Parties under this Agreement or any material part thereof. other Second Lien Documents and (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) retain any and all instrumentsdividends, chattel paper interest and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed distributions paid in respect of the Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Second Lien Documents; provided that such Grantor shall deliver and pledge to the Applicable Agent any such dividends or distributions that would constitute Pledged CollateralEquity to the extent required hereunder. (b) If Upon the occurrence and during the continuance of an Event of Default has occurred and is continuing: Default, subject to any Applicable Intercreditor Agreement, all rights of each Grantor (i) All rights of Company to exercise or refrain from exercising the voting and other consensual rights which Company that it would otherwise be entitled to exercise pursuant to subsection 7(a)(i)Section 16(a)(i) shall, upon written notice to such Grantor by the Collateral Agent, cease and (ii) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 16(a)(ii) shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunderautomatically cease, and upon delivery of all such notice rights shall thereupon become vested in Agent who the Applicable Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral rights and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends hold as Security Collateral such dividends, interest and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)distributions.

Appears in 1 contract

Samples: Security Agreement (United Rentals North America Inc)

Voting Rights; Dividends; Etc. (a) So long as no Default or Event of Default shall have occurred and is continuing and Agent be continuing, each Grantor shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) below: be entitled (i) Company shall be entitled to exercise or refrain from exercising any and or all voting and other consensual rights pertaining to the Pledged in respect of such respective Grantor’s Collateral or any part thereof; provided, however, that Company shall thereof for all purposes not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on inconsistent with the value provisions of the Pledged Collateral taken as a whole or any material part thereof. this Agreement and (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) from the Custodian any cash dividends and dividend, interest or other cash distributions paid or payable distribution with respect to the respective Grantor’s Collateral actually received by the Custodian (except for any of distribution specified by the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable issuer in a writing delivered or otherwise distributed notified to the Collateral Agent as a special, extraordinary or liquidating dividend), net of withholding for any tax, assessment, charge or levy. In order to release such dividend, interest or distribution, the respective Grantor may execute an appropriate Collateral Release Request in respect thereof, subject to its Borrowing Base being equal to at least 100% of any Pledged Collateralsuch Grantor’s Secured Obligations upon the release thereof. (b) If an The Collateral Agent shall notify each Grantor of such rights or discretionary actions or of the date or dates by when such rights must be exercised or such action must be taken provided that the Custodian has received, from the issuer or the relevant depository (with respect to Securities issued in the United States) or from the relevant subcustodian, depository or a nationally or internationally recognized bond or corporate action service to which the Custodian subscribes, timely notice of such rights or discretionary corporate action and of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of such notice, the Collateral Agent and the Custodian shall have no liability for failing to so notify a Grantor. (c) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer optional rights on a Grantor or provide for discretionary action or alternative courses of action by such Grantor, such Grantor shall be responsible for making any decisions relating thereto and for directing the Collateral Agent. In order for the Collateral Agent to act, it must receive the Grantor’s written instructions at its offices, addressed as the Collateral Agent may from time to time request, not later than noon (New York time) at least two Business Days prior to the last scheduled date to act with respect to such Securities (or such earlier date or time as the Collateral Agent may notify the Grantor). Absent the Collateral Agent’s timely receipt of such written instructions, the Collateral Agent shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities. Back to Contents (d) Except as provided in Section 7.04(e), all voting rights with respect to Securities, however registered, shall be exercised by the Grantor or its designee. For Securities issued in the United States, the Collateral Agent’s only duty shall be to mail to the respective Grantor any documents (including proxy statements, annual reports and signed proxies) received by the Collateral Agent relating to the exercise of such voting rights. With respect to Securities issued outside of the United States, the Collateral Agent’s only duty shall be to provide the respective Grantor with access to a provider of global proxy services at such Grantor’s request. Such Grantor shall be responsible for all costs associated with its use of such services. (e) Upon the occurrence of a Default or Event of Default has occurred and is continuing: Default, (i) All rights each Grantor shall hold any dividends, interest or other distributions which it receives with respect to its respective Collateral in trust for the Collateral Agent, separate from all other moneys of Company such Grantor, and forthwith transfer such dividends, interest or other distributions to exercise the voting Custodian for crediting to the relevant Collateral Accounts, (ii) the Collateral Agent shall be entitled to register all or any item of such Collateral in its own name or in the name of its nominee or designee and other consensual rights which Company would otherwise (iii) the Collateral Agent shall be entitled to exercise pursuant all voting rights, and to subsection 7(a)(i)give any and all consents in connection with, any and all Securities, and each Grantor hereby grants the Collateral Agent an irrevocable proxy and irrevocably appoints the Collateral Agent its attorney-in-fact coupled with an interest to vote or otherwise act in furtherance of the purposes hereof. Upon request from any Grantor, the Collateral Agent shall cease forthwith make and deliver to be effective upon notice by Agent such Grantor such powers of attorney, consents or waivers as such Grantor shall reasonably request in order to Company of Agent's intent permit such Grantor to exercise its rights hereunderunder this Section 7.04. Upon request, each Grantor shall forthwith make and upon delivery deliver to the Collateral Agent such powers of such notice become vested attorney, consents and waivers (in addition to the power of attorney and consent set forth in this Section 7.04(c)) as the Collateral Agent who shall thereupon have reasonably request in order to permit the sole right Collateral Agent to exercise such voting its rights under this Section 7.04 and other consensual rightsthis Agreement. In order to effect Notwithstanding the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain no Grantor may take any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable action under this Section 7.04 with respect to any Collateral that, in the Administrative Agent’s reasonable judgment, (i) would in any way adversely affect the Lien created under this Agreement with respect to an item of Collateral or impair the interest or rights of the Pledged Collateral shall Agent therein, except as permitted by Section 4.04, or (ii) would otherwise be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to inconsistent with the provisions of this subsection 7(bAgreement or result in a violation hereof. No Grantor shall give any consent or waiver, authorize any assumption, make any modification and supplement, or take other action with respect to any Collateral in any manner inconsistent with the manner in which such Grantor acts with respect to investments of the same type held by such Grantor for its own account. (f) shall be received in trust for With respect to the benefit duties of the Collateral Agent, the provisions of paragraphs (b), (c) and (d) of this Section that are applicable to each Grantor shall be segregated from other funds apply to the Collateral Agent in any exercise of Company and shall be forthwith paid over its rights under paragraph (e) of this Section. Back to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).Contents

Appears in 1 contract

Samples: Pledge and Security Agreement (Endurance Specialty Holdings LTD)

Voting Rights; Dividends; Etc. The Pledgor agrees as follows: (a) So long as no Promptly after (x) any incipient default of the nature referred to in subdivision (7)(A)(6) of the Credit Agreement or the equivalent thereof under the Letter of Credit Agreement, any of the BAI Letters of Credit, the IRB LC Documents or any of the IRB Letters of Credit shall have occurred and be continuing or (y) any Security Event of Default shall have occurred and is continuing be continuing, the Pledgor shall, without any request therefor by the Collateral Agent, deliver (properly endorsed where required hereby or requested by the Collateral Agent) to the Collateral Agent all Distributions, all interest, all principal, all other cash payments and all proceeds of the Collateral, all of which shall be held by the Collateral Agent shall not have delivered to Company notice of its election to exercise the rights set forth as additional Collateral for use in subsection accordance with Section 6.3; and (b) below:After any Security Event of Default shall have occurred and be continuing and the Collateral Agent has notified the Pledgor of the Collateral Agent's intention to exercise its voting power under this Section 4.4(b): (i) Company the Collateral Agent may exercise (to the exclusion of the Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares or other shares of capital stock constituting Collateral and the Pledgor hereby grants the Collateral Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such other Collateral; and (ii) the Pledgor shall promptly deliver to the Collateral Agent such additional proxies and other documents as may be necessary to allow the Collateral Agent to exercise such voting power. All Distributions, interest, principal, cash payments, and proceeds which may at any time and from time to time be held by the Pledgor but which the Pledgor is then obligated to deliver to the Collateral Agent, shall, until delivery to the Collateral Agent, be held by the Pledgor separate and apart from its other property in trust for the Collateral Agent. The Collateral Agent agrees that unless any Security Event of Default shall have occurred and be continuing and the Collateral Agent shall have given the notice referred to in Section 4.4(b), the Pledgor shall have the exclusive voting power with respect to any shares of capital stock (including any of the Pledged Shares) constituting Collateral and the Collateral Agent shall, upon the written request of the Pledgor, promptly deliver such proxies and other documents, if any, as shall be entitled reasonably requested by the Pledgor which are necessary to allow the Pledgor to exercise voting power with respect to any and all voting and other consensual rights pertaining to such share of capital stock (including any of the Pledged Collateral or any part thereofShares) constituting Collateral; provided, however, that Company no vote shall not exercise be cast, or shall refrain from exercising consent, waiver or ratification given, or action taken by the Pledgor that would impair any such right if, in Agent's reasonable judgment, such action Collateral or inaction would have a material adverse effect on the value be inconsistent with or violate any provision of the Pledged Collateral taken as a whole or any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive any other Loan Document (Aincluding this Pledge Agreement) any cash dividends and other cash distributions paid or payable with respect to any the Letter of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 1 contract

Samples: Credit Agreement (Genlyte Group Inc)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) below: be continuing, each Grantor (i) Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Security Collateral of such Grantor or any part thereofthereof for any purpose; provided, provided however, that Company shall such Grantor will not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, if such action or inaction would have a material adverse effect on the value of the Pledged Security Collateral taken as a whole or any material part thereof. thereof and (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) retain any and all instrumentsdividends, chattel paper interest and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed distributions paid in respect of the Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Second Lien Documents; provided that such Grantor shall deliver and pledge to the Applicable Agent any Pledged Collateralsuch dividends or distributions payable in the form of stock to the extent required hereunder. (b) If Upon the occurrence and during the continuance of an Event of Default has occurred and is continuing: Default, subject to the Intercreditor Agreement, all rights of each Grantor (i) All rights of Company to exercise or refrain from exercising the voting and other consensual rights which Company that it would otherwise be entitled to exercise pursuant to subsection 7(a)(i)Section 17(a)(i) shall, upon written notice to such Grantor by the Collateral Agent, cease and (ii) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 17(a)(ii) shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunderautomatically cease, and upon delivery of all such notice rights shall thereupon become vested in Agent who the Applicable Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral rights and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends hold as Security Collateral such dividends, interest and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)distributions.

Appears in 1 contract

Samples: Security Agreement (United Rentals North America Inc)

Voting Rights; Dividends; Etc. Each Pledgor agrees: (a) So long as no after any Default of the nature referred to in Section 9.1(i) of the Credit Agreement or an Event of Default shall have occurred and is continuing be continuing, promptly upon receipt of notice thereof by such Pledgor and without any request therefor by the Administrative Agent, such Pledgor will deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Dividends, Distributions, all other cash payments, and all proceeds of the Collateral, all of which shall not have delivered to Company notice be held by the Administrative Agent for the benefit of its election to exercise the rights set forth Secured Parties as additional Collateral for use in subsection accordance with Section 6.4; and (b) below:after any Event of Default shall have occurred and be continuing and the Administrative Agent has notified any Pledgor of the Administrative Agent’s intention to exercise its voting power under this Section. (i) Company the Administrative Agent may exercise (to the exclusion of each Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Interests or other shares of Capital Stock or other ownership interests constituting Collateral and each Pledgor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Interests and such other Collateral; and (ii) promptly to deliver to the Administrative Agent such additional proxies and other documents requested by the Administrative Agent as may be necessary to allow the Administrative Agent to exercise such voting power. All Dividends, Distributions, cash payments and proceeds which may at any time and from time to time be held by any Pledgor but which such Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Pledgor separate and apart from its other property in trust for the Secured Parties. The Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in clause (b), such Pledgor shall have the exclusive voting power with respect to any shares of Capital Stock or other ownership interests (including any of the Pledged Interests) constituting Collateral and the Administrative Agent shall, upon the written request of such Pledgor, promptly deliver such proxies and other documents, if any, as shall be entitled reasonably requested by such Pledgor which are necessary to allow such Pledgor to exercise voting power with respect to any and all voting and such share of Capital Stock or other consensual rights pertaining to ownership interests (including any of the Pledged Collateral or any part thereofInterests) constituting Collateral; provided, however, that Company no vote shall not exercise be cast, or shall refrain from exercising consent, waiver, or ratification given, or action taken by any such right if, in Agent's reasonable judgment, such action Pledgor that would impair any Collateral or inaction would have a material adverse effect on the value be inconsistent with or violate any provision of the Pledged Collateral taken as a whole or any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid Loan Document or payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged CollateralInterest Rate Hedging Agreement. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 1 contract

Samples: Pledge Agreement (Titan Corp)

Voting Rights; Dividends; Etc. (a) So long as no Default or Event of Default shall have occurred and is continuing and Agent be continuing, each Grantor shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) below: be entitled (i) Company shall be entitled to exercise or refrain from exercising any and or all voting and other consensual rights pertaining to the Pledged in respect of such respective Grantor’s Collateral or any part thereof; provided, however, that Company shall thereof for all purposes not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on inconsistent with the value provisions of the Pledged Collateral taken as a whole or any material part thereof. this Agreement and (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) from the Custodian any cash dividends and dividend, interest or other cash distributions paid or payable distribution with respect to the respective Grantor’s Collateral actually received by the Custodian (except for any distribution specified by the issuer in a writing delivered or otherwise notified to the Collateral Agent as a special, extraordinary or liquidating dividend), net of withholding for any tax, assessment, charge or levy. In order to release such dividend, interest or distribution, the Pledged Collateralrespective Grantor may execute an appropriate Collateral Release Request in respect thereof, and the Collateral Agent and the Custodian shall release such Collateral in accordance with Section 4.04 (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateralsubject to compliance with the terms thereof). (b) If The Collateral Agent shall notify each Grantor of such rights or discretionary actions or of the date or dates by when such rights must be exercised or such action must be taken provided that the Custodian has received, from the issuer or the relevant depository (with respect to Securities issued in the United States) or from the relevant subcustodian, depository or a nationally or internationally recognized bond or corporate action service to which the Custodian subscribes, timely notice of such rights or discretionary corporate action and of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of such notice, the Collateral Agent and the Custodian shall have no liability for failing to so notify a Grantor. (c) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer optional rights on a Grantor or provide for discretionary action or alternative courses of action by such Grantor, such Grantor shall be responsible for making any decisions relating thereto and for directing the Collateral Agent. In order for the Collateral Agent to act, it must receive the Grantor’s written instructions at its offices, addressed as the Collateral Agent may from time to time request, not later than noon (New York time) at least two (2) Business Days prior to the last scheduled date to act with respect to such Securities (or such earlier date or time as the Collateral Agent may notify the Grantor). Absent the Collateral Agent’s timely receipt of such written instructions, the Collateral Agent shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities. (d) Except as provided in Section 7.04(e), all voting rights with respect to Securities, however registered, shall be exercised by the Grantor or its designee. For Securities issued in the United States, the Collateral Agent’s only duty shall be to mail to the respective Grantor any documents (including proxy statements, annual reports and signed proxies) received by the Collateral Agent relating to the exercise of such voting rights. With respect to Securities issued outside of the United States, the Collateral Agent’s only duty shall be to provide the respective Grantor with access to a provider of global proxy services at such Grantor’s request. Such Grantor shall be responsible for all costs associated with its use of such services. (e) Upon the occurrence of an Event of Default has occurred and which is continuing: , (i) All rights each Grantor shall hold any dividends, interest or other distributions which it receives with respect to its respective Collateral in trust for the Collateral Agent, separate from all other moneys of Company such Grantor, and forthwith transfer such dividends, interest or other distributions to exercise the voting Custodian for crediting to the relevant Collateral Accounts, (ii) the Collateral Agent shall be entitled to register all or any item of such Collateral in its own name or in the name of its nominee or designee to be held as Collateral with respect to such Grantor pursuant to this Agreement or to be disposed of (and other consensual rights which Company would proceeds applied) or otherwise applied in accordance with the terms of this Agreement or the Credit Agreement and (iii) the Collateral Agent shall be entitled to exercise pursuant all voting rights, and to subsection 7(a)(i)give any and all consents in connection with, any and all Securities, and each Grantor hereby grants the Collateral Agent an irrevocable proxy and irrevocably appoints the Collateral Agent its attorney-in-fact coupled with an interest to vote or otherwise act in furtherance of the purposes hereof. Upon request from any Grantor, the Collateral Agent shall cease forthwith make and deliver to be effective upon notice by Agent such Grantor such powers of attorney, consents or waivers as such Grantor shall reasonably request in order to Company of Agent's intent permit such Grantor to exercise its rights hereunderunder this Section 7.04. Upon request, each Grantor shall forthwith make and upon delivery deliver to the Collateral Agent such powers of such notice become vested attorney, consents and waivers (in addition to the power of attorney and consent set forth in this Section 7.04(e)) as the Collateral Agent who shall thereupon have reasonably request in order to permit the sole right Collateral Agent to exercise such voting its rights under this Section 7.04 and other consensual rightsthis Agreement. In order to effect Notwithstanding the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain no Grantor may take any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable action under this Section 7.04 with respect to any Collateral that, in the Administrative Agent’s reasonable judgment, (i) would in any way adversely affect the Lien created under this Agreement with respect to an item of Collateral or impair the interest or rights of the Pledged Collateral shall Agent therein, except as permitted by Section 4.04, or (ii) would otherwise be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to inconsistent with the provisions of this subsection 7(bAgreement or result in a violation hereof. No Grantor shall give any consent or waiver, authorize any assumption, make any modification and supplement, or take other action with respect to any Collateral in any manner inconsistent with the manner in which such Grantor acts with respect to investments of the same type held by such Grantor for its own account. (f) shall be received in trust for With respect to the benefit duties of the Collateral Agent, the provisions of paragraphs (b), (c) and (d) of this Section that are applicable to each Grantor shall be segregated from other funds apply to the Collateral Agent in any exercise of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received its rights under paragraph (with any necessary endorsement)e) of this Section.

Appears in 1 contract

Samples: Pledge and Security Agreement (Endurance Specialty Holdings LTD)

Voting Rights; Dividends; Etc. (a) So long as (x) no Event Default Notice shall have been delivered to the Issuer (or, if a Default Notice shall have been delivered, such Default Notice shall have been rescinded and annulled as set forth in Section 4.02 of the Indenture), and prior to the expiration of any Cure Period under the Indenture, and (y) no Acceleration Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) belowbe continuing: (i) Company Each of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral all or any part thereofof the Stock Collateral, Debt Collateral, Membership Interest Collateral and Beneficial Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the organizational documents of such Grantor, the Indenture or any other Related Document; provided, however, that Company such Grantor shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, if such action or inaction would reasonably be expected to have a material adverse effect on the value of the Pledged Collateral taken as a whole all or any material part thereof.of the Stock Collateral, Debt Collateral, Membership Interest Collateral or the Beneficial Interest Collateral; and (ii) To The Security Trustee shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the extent permitted under purpose of enabling such Grantor to exercise the Credit Agreement, Company shall be voting and other rights that it is entitled to receive exercise pursuant to Section 2.05(a)(i). (Ab) Whether or not any cash Default or Event of Default shall have occurred, any and all distributions, dividends, interest, income, payments and proceeds paid or received in respect of the Collateral, including any and all (i) distributions, dividends and other cash distributions interest paid or payable with other than in cash in respect to any of the Pledged Collateralof, and (B) any and all instruments, chattel paper instruments and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged of, or in exchange for, such Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. ; (ii) All rights of Company to receive and retain any cash distributions, dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable in cash in respect of such Stock Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect to of principal of, or in redemption of, or in exchange for, any of the Pledged Collateral shall be paid to Agent and held by Agent to secure into the Secured Obligations until the earlier of (a) such time as such Event of Default is cured Collections Account or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions shall be forthwith delivered to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are Security Trustee, as applicable and, if received by Company contrary to the provisions of this subsection 7(b) such Grantor, shall be received in trust for the benefit of Agentthe Security Trustee, shall be segregated from the other property or funds of Company such Grantor and shall be forthwith paid over to Agent as Pledged Collateral the Collections Account or delivered to the Security Trustee in the same form as so received (with any necessary endorsementindorsement). (c) Upon the delivery of a Default Notice to the Issuer or any of its Subsidiaries (and so long as such Default Notice shall not have been rescinded and annulled as set forth in Section 4.02 of the Indenture), but not prior to the expiration of any Cure Period [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission under the Indenture, or during the continuance of an Acceleration Default, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.05(a)(i) shall cease, and the Security Trustee thereupon shall have the sole right to exercise or refrain from exercising such voting and other consensual rights (including, but not limited to, the right, subject to the restrictions set forth in the applicable organizational documents, to remove or appoint any trustee, directors and officers of any Issuer Subsidiary), provided, however, the Security Trustee shall have no obligation to exercise such voting or consensual right without instruction from the Noteholders.

Appears in 1 contract

Samples: Security Trust Agreement (Willis Lease Finance Corp)

Voting Rights; Dividends; Etc. Each Pledgor agrees: (a) So long as no after any Event of Default shall have occurred and is continuing be continuing, promptly upon receipt thereof by such Pledgor and without any request therefor by the Administrative Agent, to deliver (properly indorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Dividends, Distributions, interest, principal, other cash payments, and proceeds of the Collateral, all of which shall not have delivered to Company notice of its election to exercise be held by the rights set forth Administrative Agent as additional Collateral for use in subsection accordance with Section 6.4; and (b) belowafter any Event of Default shall have occurred and be continuing and the Administrative Agent has notified such Pledgor of the Administrative Agent’s intention to exercise its voting power under this clause: (i) Company the Administrative Agent may exercise (to the exclusion of such Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Equity Interests or other Equity Interests constituting Collateral and such Pledgor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Equity Interests and such other Collateral; and (ii) such Pledgor shall promptly deliver to the Administrative Agent such additional proxies and other documents as may be necessary to allow the Administrative Agent to exercise such voting power. All Dividends, Distributions, interest, principal, cash payments, and proceeds which may at any time and from time to time be held by any Pledgor but which such Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by each Pledgor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that until an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in clause (b) above, each Pledgor shall have the exclusive voting power with respect to any Equity Interests constituting Collateral and the Administrative Agent shall, upon the written request of each Pledgor, promptly deliver such proxies and other documents, if any, as shall be entitled reasonably requested by each Pledgor which are necessary to allow such Pledgor to exercise voting power with respect to any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereofsuch Equity Interests constituting Collateral; provided, however, that Company no vote shall not exercise be cast, or shall refrain from exercising any such right ifconsent, in Agent's reasonable judgmentwaiver, such or ratification given, or action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. (ii) To action not taken by the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) Pledgor that would impair any cash dividends and other cash distributions paid Collateral or payable with respect to violate any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 provision of the Credit Agreement or any other Loan Document (including this Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 1 contract

Samples: Credit Agreement (Integra Lifesciences Holdings Corp)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) below: (i) Company The appropriate Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to an owner of the Pledged Collateral Securities or any part thereof; providedthereof for any purpose not inconsistent with the terms hereof, howeverat all times, that Company shall not exercise or shall refrain from exercising any such right if, except as expressly provided in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. (iic) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateralbelow. (b) If an Event All dividends or distributions of Default has occurred and is continuing: any kind whatsoever (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any than cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such while no Event of Default is cured continuing) received by a Pledgor, whether resulting from a subdivision, combination, or waived reclassification of the outstanding capital stock of the issuer or received in exchange for Pledged Securities or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which the issuer may be a party, or otherwise, shall be and (b) such time as become part of the Required Lenders elect to apply such dividends Pledged Securities pledged hereunder and other distributions shall immediately be delivered to the Secured Obligations (any such application Administrative Agent to be in such order and manner set forth in Section 8.03 of held subject to the Credit Agreement)terms hereof. All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b(b) shall be received in trust for the benefit of the Administrative Agent, shall be the Issuing Bank and the Lenders, segregated from other funds of Company such Pledgor’s own assets, and shall be forthwith paid over delivered to the Administrative Agent. (c) Upon the occurrence and during the continuance of an Event of Default and notice from the Administrative Agent as Pledged Collateral to each affected Pledgor of the transfer of such rights to the Administrative Agent, all rights of the Pledgors to exercise the voting and/or consensual rights and powers and to receive cash dividends and distributions which they are entitled to exercise or receive pursuant to this Section shall cease, and all such rights shall thereupon become vested in the same form Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and receive such cash dividends and distributions until such time as so received (with any necessary endorsement)such Event of Default has been cured or waived.

Appears in 1 contract

Samples: Credit Agreement (First Look Studios Inc)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have has occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) belowthen continuing: (i) Company Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Collateral, or any part thereof, for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof.and (ii) To the extent permitted under the Credit Agreement, Company each Pledgor shall be entitled to receive all distributions, dividends (A) any cash dividends and other cash distributions paid in the form of cash, securities or payable with respect to any of the Pledged Collateralotherwise), and (B) any and all cash, instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) from time to time received, receivable or otherwise distributed in respect of any the Pledged Collateral. (b) If At any time that an Event of Default has occurred and is then continuing: (i) All rights of Company each Pledgor to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), in respect of the Pledged Collateral shall immediately cease to be effective upon notice by Agent to Company of Agent's intent to exercise its and all such voting and other consensual rights hereunder, and upon delivery of such notice shall become vested in Administrative Agent who and Administrative Agent shall thereupon have the sole right to exercise such voting and other consensual rightsrights (including, without limitation, the right to vote in favor of, and to exchange any or all of the Pledged Collateral upon, the consolidation, recapitalization, merger or other reorganization with respect to an Issuer). In order to effect the foregoing, Company each Pledgor hereby grants to Administrative Agent an irrevocable proxy to vote the Pledged Collateral and Company and, any time that an Event of Default exists, each Pledgor agrees to execute such other proxies as Administrative Agent shall reasonably require.may request; and (ii) All rights of Company each Pledgor to receive and retain any cash distributions, dividends and (in the form of cash, securities or otherwise), instruments, chattel paper or other distributions property paid or payable with respect to any of the Pledged Collateral shall immediately cease upon notice by Agent to Company and any such distributions, dividends (in the form of cash, securities or otherwise), instruments, chattel paper or other distributions property paid or payable with respect to any of the Pledged Collateral shall be paid to Administrative Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions for application to the Secured Obligations (any such application to be in such order and manner as set forth in Section 8.03 14, with respect to any cash or cash equivalents, or to be held by Administrative Agent as additional security for the Obligations, with respect to any other type of property). Any distributions, dividends (in the form of cash, securities or otherwise), instruments, chattel paper or other property paid or payable with respect to any of the Credit Agreement). All dividends Pledged Collateral and distributions which are received by Company each Pledgor contrary to the provisions of this subsection 7(b) Agreement shall be received in trust for the benefit of Administrative Agent, shall be segregated from other funds assets (including, in the case of Company cash or cash equivalents, other funds), of the Pledgors and shall be forthwith paid over to Administrative Agent (for application to the Obligations as set forth in Section 14, with respect to any cash or cash equivalents, or to be held by Administrative Agent as Pledged Collateral in additional security for the same form as so received (Obligations, with respect to any necessary endorsementother type of property).

Appears in 1 contract

Samples: Pledge Agreement (Warren Resources Inc)

Voting Rights; Dividends; Etc. The Pledgor agrees: (a) So long while any Event of Default is continuing, promptly upon receipt thereof by the Pledgor and without any request therefor by the Collateral Agent, to deliver (properly endorsed where required hereby or requested by the Collateral Agent) to the Collateral Agent all Dividends, Distributions, and all proceeds of the Collateral, all of which shall be held by the Collateral Agent as no additional Collateral for use in accordance with Section 6.3; and (b) while any Event of Default is continuing and the Collateral Agent has notified the Pledgor of the Collateral Agent’s intention to exercise its voting power under this Section 4.4(b) (i) the Collateral Agent may exercise (to the exclusion of the Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares or other shares of capital stock constituting Collateral and the Pledgor hereby grants the Collateral Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such other Collateral; and (ii) promptly to deliver to the Collateral Agent such additional proxies and other documents reasonably requested by the Collateral Agent that may be necessary, in the reasonable opinion of the Collateral Agent, to allow the Collateral Agent to exercise such voting power. All Dividends, Distributions and proceeds which may at any time and from time to time be held by the Pledgor but which the Pledgor is then obligated to deliver to the Collateral Agent, shall, until delivery to the Collateral Agent, be held by the Pledgor separate and apart from its other property in trust for the Collateral Agent. The Collateral Agent and the Lender agree that unless an Event of Default shall have occurred and is continuing and the Collateral Agent shall not have delivered given the notice referred to Company notice in Section 4.4(b), the Pledgor shall have the exclusive voting power with respect to any shares of its election to exercise the rights set forth in subsection capital stock (b) below: (i) Company shall be entitled to exercise including any and all voting and other consensual rights pertaining to of the Pledged Collateral or any part thereofShares) constituting Collateral; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company no vote shall be entitled to receive (A) cast, or consent, waiver, or ratification given, or action taken by the Pledgor that would impair any cash dividends and other cash distributions paid Collateral or payable be inconsistent with respect to or violate any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions provision of this subsection 7(b) shall be received in trust for Pledge Agreement or the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Loan Agreement.

Appears in 1 contract

Samples: Share Pledge Agreement (Mad Catz Interactive Inc)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default (as defined in Section 11 hereof) shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) belowbe continuing: (i) Company Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereofthereof for any purpose not prohibited by the terms of this Master Agreement; provided, however, that Company following request therefor by Secured Party, Pledgor shall not exercise or or, as the case may be, shall not refrain from exercising any such right if, in Agent's reasonable judgment, if such action or inaction failure to act would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof; and, provided further, that Pledgor shall give Secured Party at least ten days’ written notice of the manner in which it intends to exercise or fail to exercise any such right. (ii) To Secured Party shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the extent permitted under purpose of enabling Pledgor to exercise the Credit Agreement, Company voting and other rights which it is entitled to exercise pursuant to clause (i) above. (iii) Pledgor shall be entitled to receive (A) credited with any cash dividends and dividends, interest or any other cash distributions paid or distribution of property paid, payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in cash in respect of any Pledged the Collateral other than by way of redemption or liquidation of such Collateral. (b) If Upon the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault: (i) All rights of Company Pledgor to exercise the voting and other consensual rights which Company it would otherwise be entitled to exercise pursuant to subsection 7(a)(i), Section 8(a) hereof shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereundercease, and upon delivery of all such notice become rights shall thereupon became vested in Agent Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights. In order ; provided, however, Pledgor shall continue to effect have the foregoing, Company hereby grants Agent rights to exercise such voting and other consensual rights notwithstanding the occurrence and continuance of an irrevocable proxy Event of Default until Secured Party delivers a notice to vote the Pledged Collateral Pledgor of its intention to exercise such voting and Company agrees to execute such other proxies as Agent shall reasonably requireconsensual rights. (ii) All rights of Company Pledgor to receive credit for cash dividends, interest, or other distributions in cash pursuant to Section 8(a) hereof shall cease and retain any cash dividends all rights to dividends, interest and other distributions shall cease upon notice by Agent thereupon be vested in Secured Party, who shall thereupon have the sole right to Company receive and any hold as Collateral such dividends dividends, interest and other distributions, or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) direct that all such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends dividends, interest and other distributions to the Secured Obligations (any such application to shall be reinvested in such order and manner set forth in Section 8.03 additional shares of the Credit Agreement)Fund, all of which shall become additional Collateral. All dividends dividends, interest and other distributions which are received by Company Pledgor contrary to the these provisions of this subsection 7(b) shall be received in trust for the benefit of AgentSecured Party, shall be segregated from other property or funds of Company Pledgor and shall be forthwith paid over delivered to Agent Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or registrations on the books of the Fund’s transfer agent).

Appears in 1 contract

Samples: Master Security Agreement (Bristol Myers Squibb Co)

Voting Rights; Dividends; Etc. (ai) So long the Collateral Trustee may exercise (to the exclusion of the Company) the voting power and all other incidental rights of ownership with respect to any Pledged Shares or other shares of capital stock constituting Pledged Collateral and the Company hereby grants the Collateral Trustee an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such other Pledged Collateral; and (ii) promptly to deliver to the Collateral Trustee such additional proxies and other documents as no Event of may be necessary to allow the Collateral Trustee to exercise such voting power. The Collateral Trustee agrees that unless an Actionable Default shall have occurred and is be continuing and Agent the Collateral Trustee shall not have delivered given the notice referred to in Section 4.4(b), the Company notice shall have the exclusive voting power with respect to any shares of its election capital stock (including any of the Pledged Shares) constituting Pledged Collateral and the Collateral Trustee shall, upon the written request of the Company, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by the Company which are necessary to allow the Company to exercise the rights set forth in subsection voting power with respect to any such share of capital stock (b) below: (i) Company shall be entitled to exercise including any and all voting and other consensual rights pertaining to of the Pledged Collateral or any part thereofShares) constituting Pledged Collateral; provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by the Company shall not exercise or shall refrain from exercising that would materially impair any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or be inconsistent with or violate any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to provision of any of the Pledged Collateral, and Secured Debt Documents (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit including this Pledge Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 1 contract

Samples: Pledge Agreement (Calpine Corp)

Voting Rights; Dividends; Etc. Each Pledgor agrees to deliver all Distributions at any time received by it, and all Dividends at any time received by it (other than as permitted by SECTION 2.4), to the Collateral Agent to be held as Collateral hereunder. In addition, each Pledgor agrees that: (a) So long as no after any Event of Default shall have occurred and is be continuing or if any Default or Event of Default shall occur as a result thereof, promptly upon receipt thereof by the Pledgor and without any request therefore by the Collateral Agent, the Pledgor shall deliver (properly endorsed where required hereby or requested by the Collateral Agent) to the Collateral Agent shall not have delivered to Company notice all Dividends, all of its election to exercise the rights set forth in subsection (b) below: (i) Company which shall be entitled to exercise any and all voting and other consensual rights pertaining to held by the Pledged Collateral or any part thereof; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, Agent as additional Collateral for use in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable accordance with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral.SECTION 5.5; (b) If an after any Event of Default has shall have occurred and is be continuing: (i) All , upon notice to the Pledgor by the Collateral Agent, all rights of Company the Pledgor to exercise the or refrain from exercising voting and or other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), in respect of the Collateral shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its and all such rights hereunder, and upon delivery of such notice 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. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require.; and (iic) All rights after any Event of Company Default shall have occurred and be continuing, promptly upon request of the Collateral Agent, the Pledgor shall deliver to receive and retain any cash dividends the Collateral Agent such proxies and other distributions shall cease upon notice by documents as may be necessary to allow the Collateral Agent to Company exercise the voting and any such dividends or other distributions paid or payable consensual rights with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Collateral; PROVIDED, HOWEVER, that unless an Event of Default is cured shall have occurred and be continuing or waived and (b) such time as result therefrom, each Pledgor shall be entitled to exercise, in its reasonable judgment, but in a manner not inconsistent with the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 terms of the Credit Agreement or any other Loan Document (including this Agreement), the voting powers and all other incidental rights of ownership with respect to any Pledged Shares or other shares of Stock constituting Collateral (subject to such Pledgor's obligation to deliver to the Collateral Agent such Pledged Shares and other shares in pledge hereunder); PROVIDED FURTHER, HOWEVER, that unless an Event of Default shall have occurred and be continuing or result therefrom, such Pledgor shall be entitled to the receipt of all Dividends in accordance with SECTION 2.4 to the extent such Dividends were permitted to be paid pursuant to the Credit Agreement. All dividends Dividends, Distributions, cash payments and distributions proceeds which are received by Company contrary any Pledgor is then obligated to deliver to the provisions of this subsection 7(b) shall Collateral Agent, shall, until delivery to the Collateral Agent, be received held by the Pledgor separate and apart from its other property in trust for the benefit Collateral Agent. The Collateral Agent agrees that unless an Event of AgentDefault shall have occurred and be continuing, the Collateral Agent shall, upon the written request of any Pledgor, promptly deliver such proxies and other documents, if any, as shall be segregated from other funds reasonably requested by such Pledgor which are necessary to allow the Pledgor to exercise voting power with respect to any share of Company and Stock (including Pledged Shares) constituting Collateral; PROVIDED, HOWEVER, that no vote shall be forthwith paid over to Agent as Pledged cast, or consent, waiver or ratification given, or action taken by the Pledgor that would impair in any material respect any Collateral in or be inconsistent with or violate any provision of the same form as so received Credit Agreement or any other Loan Document (with any necessary endorsementincluding this Agreement).

Appears in 1 contract

Samples: Pledge Agreement (Tarrant Apparel Group)

Voting Rights; Dividends; Etc. (a) So Notwithstanding certain provisions of Section 4 hereof, so long as no Event of Default shall have occurred and is continuing and the Agent shall has not have delivered given the notice referred to Company notice of its election to exercise the rights set forth in subsection paragraph (b) below: (i) A. The Company shall be entitled to exercise any and all voting and other or consensual rights and powers and stock purchase or subscription rights (but any such exercise by the Company of stock purchase or subscription rights may be made only from funds of the Company not comprising part of the Collateral) relating or pertaining to the Pledged Collateral or any part thereofthereof for any purpose; provided, however, that the Company shall agrees that it will not exercise or shall refrain from exercising any such right if, or power in Agent's reasonable judgment, such action or inaction any manner which would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. (ii) To the extent permitted under the Credit Agreement, B. The Company shall be entitled to receive and retain any and all lawful dividends payable in respect of the Collateral which are paid in cash by any Issuer if such dividends are permitted by the Credit Agreement, but all dividends and distributions in respect of the Collateral or any part thereof made in shares of stock or other property or representing any return of capital, whether resulting from a subdivision, combination or reclassification of Collateral or any part thereof or received in exchange for Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any Issuer may be a party or otherwise or as a result of any exercise of any stock purchase or subscription right, shall be and become part of the Collateral hereunder and, if received by the Company, shall be forthwith delivered to the Agent in due form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers executed in blank) to be held for the purposes of this Agreement. C. The Agent shall execute and deliver, or cause to be executed and delivered, to the Company, all such proxies, powers of attorney, dividend orders and other instruments as the Company may request for the purpose of enabling the Company to exercise the rights and powers which it is entitled to exercise pursuant to clause (A) any cash above and to receive the dividends and other cash distributions paid or payable with respect which it is authorized to any of the Pledged Collateral, and retain pursuant to clause (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateralabove. (b) If an Event Upon notice from the Agent during the existence of Default has occurred a Default, and so long as the same shall be continuing, all rights and powers which the Company is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunderSection 5(a)(A) hereof, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All all rights of the Company to receive and retain any cash dividends pursuant to Section 5(a)(B) hereof, shall forthwith cease, and all such rights and powers shall thereupon become vested in the Agent which shall have, during the continuance of such Default, the sole and exclusive authority to exercise such rights and powers and to receive such dividends. Any and all money and other distributions shall cease upon notice property paid over to or received by the Agent pursuant to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and this paragraph (b) such time shall be retained by the Agent as the Required Lenders elect to apply such dividends additional Collateral hereunder and other distributions to the Secured Obligations (any such application to be applied in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to accordance with the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)hereof.

Appears in 1 contract

Samples: Company Pledge Agreement (Gibraltar Packaging Group Inc)

Voting Rights; Dividends; Etc. The Pledgor agrees: (a) So long as no after any Default of the nature referred to in Section 9.1(i) of the Credit Agreement or any Event of Default shall have occurred and is continuing be continuing, promptly upon receipt of notice thereof by the Pledgor and without any request therefor by the Administrative Agent, such Pledgor will deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Dividends, Distributions, all other cash payments, and all proceeds of the Collateral, all of which shall not have delivered to Company notice be held by the Administrative Agent for the benefit of its election to exercise the rights set forth Secured Parties as additional Collateral for use in subsection accordance with Section 6.4; and (b) belowafter any Event of Default shall have occurred and be continuing and the Administrative Agent has notified the Pledgor of the Administrative Agent’s intention to exercise its voting power under this Section: (i) Company the Administrative Agent may exercise (to the exclusion of the Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Interests or other shares of Capital Stock or other ownership interests constituting Collateral and the Pledgor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Interests and such other Collateral; and (ii) promptly to deliver to the Administrative Agent such additional proxies and other documents requested by the Administrative Agent as may be necessary to allow the Administrative Agent to exercise such voting power. All Dividends, Distributions, cash payments and proceeds which may at any time and from time to time be held by the Pledgor but which the Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by the Pledgor separate and apart from its other property in trust for the Secured Parties. The Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in clause (b), the Pledgor shall have the exclusive voting power with respect to any shares of Capital Stock or other ownership interests (including any of the Pledged Interests) constituting Collateral and the Administrative Agent shall, upon the written request of the Pledgor, promptly deliver such proxies and other documents, if any, as shall be entitled reasonably requested by the Pledgor which are necessary to allow the Pledgor to exercise voting power with respect to any and all voting and such share of Capital Stock or other consensual rights pertaining to ownership interests (including any of the Pledged Collateral or any part thereofInterests) constituting Collateral; provided, however, that Company no vote shall not exercise be cast, or shall refrain from exercising consent, waiver, or ratification given, or action taken by the Pledgor that would impair any such right if, in Agent's reasonable judgment, such action Collateral or inaction would have a material adverse effect on the value be inconsistent with or violate any provision of the Pledged Collateral taken as a whole or any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid Loan Document or payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged CollateralInterest Rate Hedging Agreement. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 1 contract

Samples: Pledge Agreement (Titan Corp)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have has occurred and is then continuing and in respect of which the Agent shall not have delivered to Company has provided the Grantors with notice of its election to exercise the rights and remedies set forth in subsection (bSection 7.2(b) below: (i) Company the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Securities Collateral, or any part thereof, for any purpose not inconsistent with the terms of this Agreement or the Indenture; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof.and (ii) To to the extent permitted under the Credit AgreementIndenture, Company the Grantors shall be entitled to receive all distributions, dividends (A) any cash dividends and other cash distributions paid in the form of cash, securities or payable with respect to any of the Pledged Collateralotherwise), and (B) any and all cash, instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) from time to time received, receivable or otherwise distributed in respect of any Pledged the Securities Collateral. (b) If At any time that an Event of Default has occurred and is continuing:then continuing in respect of which the Agent has provided the Grantors with written notice of its election to exercise the rights and remedies set forth in this Section 7.2(b): (i) All all rights of Company the Grantors to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), in respect of the Securities Collateral shall immediately cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereundereffective, and upon delivery of all such notice voting and other consensual rights shall become vested in the Agent who and the Agent shall thereupon have the sole right to exercise such voting and other consensual rightsrights (including, without limitation, the right to vote in favor of, and to exchange any or all of the Securities Collateral upon, the consolidation, recapitalization, merger or other reorganization with respect to an Issuer). In order to effect the foregoing, Company each Grantor hereby grants to the Agent an irrevocable proxy to vote the Pledged Securities Collateral and, any time that an Event of Default exists in respect of which the Agent has provided the Grantors with notice of its election to exercise the rights and Company remedies set forth in this Section 7.2(b), each Grantor agrees to execute such other proxies as the Agent shall reasonably require.may request; and (ii) All all rights of Company the Grantors to receive and retain any cash distributions, dividends and other distributions shall cease upon notice by Agent to Company and any such dividends (in the form of cash, securities or otherwise), instruments, chattel paper or other distributions property paid or payable with respect to any of the Pledged Securities Collateral shall immediately cease and any such distributions, dividends (in the form of cash, securities or otherwise), instruments, chattel paper or other property paid or payable with respect to any of the Securities Collateral shall be paid to the Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions for application to the Secured Obligations (any such application to be in such order and manner as set forth in Section 8.03 Annex III, with respect to any cash or cash equivalents, or to be held by the Agent as additional security for the Obligations, with respect to any other type of property). Any distributions, dividends (in the form of cash, securities or otherwise), instruments, chattel paper or other property paid or payable with respect to any of the Credit Agreement). All dividends Securities Collateral and distributions which are received by Company the Grantors contrary to the provisions of this subsection 7(b) Agreement shall be received in trust for the benefit of the Agent, shall be segregated from other funds assets (including, in the case of Company cash or cash equivalents, other funds) of the Grantors and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Agent.

Appears in 1 contract

Samples: Security Agreement (Louisiana-Pacific Corp)

Voting Rights; Dividends; Etc. (a) So long as no Default or Event of Default shall have occurred and is continuing and Agent be continuing, each Grantor shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) below: be entitled (i) Company shall be entitled to exercise or refrain from exercising any and or all voting and other consensual rights pertaining to the Pledged in respect of such respective Grantor’s Collateral or any part thereof; provided, however, that Company shall thereof for all purposes not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on inconsistent with the value provisions of the Pledged Collateral taken as a whole or any material part thereof. this Agreement and (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) from the Custodian any cash dividends and dividend, interest or other cash distributions paid or payable distribution with respect to the respective Grantor’s Collateral actually received by the Custodian (except for any of distribution specified by the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable issuer in a writing delivered or otherwise distributed notified to the Collateral Agent as a special, extraordinary or liquidating dividend), net of withholding for any tax, assessment, charge or levy. In order to release such dividend, interest or distribution, the respective Grantor may execute an appropriate Collateral Release Request in respect thereof, subject to its Borrowing Base being equal to at least 100% of any Pledged Collateralsuch Grantor’s Secured Obligations upon the release thereof. (b) If an The Collateral Agent shall notify each Grantor of such rights or discretionary actions or of the date or dates by when such rights must be exercised or such action must be taken provided that the Custodian has received, from the issuer or the relevant depository (with respect to Securities issued in the United States) or from the relevant subcustodian, depository or a nationally or internationally recognized bond or corporate action service to which the Custodian subscribes, timely notice of such rights or discretionary corporate action and of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of such notice, the Collateral Agent and the Custodian shall have no liability for failing to so notify a Grantor. (c) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer optional rights on a Grantor or provide for discretionary action or alternative courses of action by such Grantor, such Grantor shall be responsible for making any decisions relating thereto and for directing the Collateral Agent. In order for the Collateral Agent to act, it must receive the Grantor’s written instructions at its offices, addressed as the Collateral Agent may from time to time request, not later than noon (New York time) at least two Business Days prior to the last scheduled date to act with respect to such Securities (or such earlier date or time as the Collateral Agent may notify the Grantor). Absent the Collateral Agent’s timely receipt of such written instructions, the Collateral Agent shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities. (d) Except as provided in Section 7.04(e), all voting rights with respect to Securities, however registered, shall be exercised by the Grantor or its designee. For Securities issued in the United States, the Collateral Agent’s only duty shall be to mail to the respective Grantor any documents (including proxy statements, annual reports and signed proxies) received by the Collateral Agent relating to the exercise of such voting rights. With respect to Securities issued outside of the United States, the Collateral Agent’s only duty shall be to provide the respective Grantor with access to a provider of global proxy services at such Grantor’s request. Such Grantor shall be responsible for all costs associated with its use of such services. (e) Upon the occurrence of a Default or Event of Default has occurred and is continuing: Default, (i) All rights each Grantor shall hold any dividends, interest or other distributions which it receives with respect to its respective Collateral in trust for the Collateral Agent, separate from all other moneys of Company such Grantor, and forthwith transfer such dividends, interest or other distributions to exercise the voting Custodian for crediting to the relevant Collateral Accounts, (ii) the Collateral Agent shall be entitled to register all or any item of such Collateral in its own name or in the name of its nominee or designee and other consensual rights which Company would otherwise (iii) the Collateral Agent shall be entitled to exercise pursuant all voting rights, and to subsection 7(a)(i)give any and all consents in connection with, any and all Securities, and each Grantor hereby grants the Collateral Agent an irrevocable proxy and irrevocably appoints the Collateral Agent its attorney-in-fact coupled with an interest to vote or otherwise act in furtherance of the purposes hereof. Upon request from any Grantor, the Collateral Agent shall cease forthwith make and deliver to be effective upon notice by Agent such Grantor such powers of attorney, consents or waivers as such Grantor shall reasonably request in order to Company of Agent's intent permit such Grantor to exercise its rights hereunderunder this Section 7.04. Upon request, each Grantor shall forthwith make and upon delivery deliver to the Collateral Agent such powers of such notice become vested attorney, consents and waivers (in addition to the power of attorney and consent set forth in this Section 7.04(e)) as the Collateral Agent who shall thereupon have reasonably request in order to permit the sole right Collateral Agent to exercise such voting its rights under this Section 7.04 and other consensual rightsthis Agreement. In order to effect Notwithstanding the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain no Grantor may take any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable action under this Section 7.04 with respect to any Collateral that, in the Administrative Agent’s reasonable judgment, (i) would in any way adversely affect the Lien created under this Agreement with respect to an item of Collateral or impair the interest or rights of the Pledged Collateral shall Agent therein, except as permitted by Section 4.04, or (ii) would otherwise be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to inconsistent with the provisions of this subsection 7(bAgreement or result in a violation hereof. No Grantor shall give any consent or waiver, authorize any assumption, make any modification and supplement, or take other action with respect to any Collateral in any manner inconsistent with the manner in which such Grantor acts with respect to investments of the same type held by such Grantor for its own account. (f) shall be received in trust for With respect to the benefit duties of the Collateral Agent, the provisions of paragraphs (b), (c) and (d) of this Section that are applicable to each Grantor shall be segregated from other funds apply to the Collateral Agent in any exercise of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received its rights under paragraph (with any necessary endorsement)e) of this Section.

Appears in 1 contract

Samples: Pledge and Security Agreement (Endurance Specialty Holdings LTD)

Voting Rights; Dividends; Etc. Each Pledgor agrees: (a) So long as no if an Event of Default shall have occurred and is continuing be continuing, promptly upon receipt thereof by such Pledgor and without any request therefore by the Collateral Agent, to deliver (properly endorsed where required hereby or requested by the Collateral Agent) to the Collateral Agent all Dividends, Distributions and all proceeds of the Collateral, all of which shall not have delivered to Company notice of its election to exercise be held by the rights set forth Collateral Agent as additional Collateral for use in subsection accordance with Section 6.4 hereof; and (b) belowif an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified such Pledgor of the Collateral Agent's intention to exercise its voting power under this Section: (i) Company shall the Collateral Agent may exercise (to the exclusion of such Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares or other Capital Stock constituting Collateral, and such Pledgor hereby grants the Collateral Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such other Collateral; and (ii) promptly to deliver to the Collateral Agent such additional proxies and other documents as may be entitled necessary to allow the Collateral Agent to exercise such voting power. All Dividends, Distributions and proceeds which may at any time and from time to time be held by Pledgor but which Pledgor is then obligated to deliver to the Collateral Agent, shall, until delivery to the Collateral Agent, be held by such Pledgor separate and apart from its other property in trust for the Collateral Agent. The Collateral Agent agrees that unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given the notice referred to in this Section, each Pledgor have the exclusive power to exercise all voting and other consensual rights pertaining with respect to any Capital Stock (including any of the Pledged Shares) constituting Collateral or and the Collateral Agent shall, upon the written request of such Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Pledgor, and which are necessary to allow such Pledgor to exercise such powers with respect to any part thereofsuch share of Capital Stock (including any of the Pledged Shares) constituting Collateral; provided, however, that Company no vote shall not exercise be cast, or shall refrain from exercising consent, waiver or ratification given, or action taken by any such right if, in Agent's reasonable judgment, such action or inaction Pledgor that would have a material adverse effect on materially impair the value of the Pledged any Collateral taken as a whole or be inconsistent with or violate any material part thereof. (ii) To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends and other cash distributions paid or payable with respect to any provision of the Pledged CollateralIndenture, and (B) any and all instruments, chattel paper and other rights, property the Senior Secured Notes or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateralthis Pledge Agreement. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 1 contract

Samples: Stock Pledge and Security Agreement (Sterling Chemical Inc)

Voting Rights; Dividends; Etc. (a) So long as no Event of Default hereunder shall have occurred and is continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) belowbe continuing: (i) Company Pledgor shall be entitled to exercise any and all voting and other consensual rights (if any) pertaining to the Pledged Collateral or any part thereofthereof for any purpose not prohibited by the terms of this Agreement; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof.and (ii) To the extent permitted under the Credit Agreementexcept as otherwise provided in Sections 4(b) and 7(c) hereof, Company Pledgor shall be entitled to receive (A) and retain any dividends, cash dividends and other cash distributions paid or property from time to time paid, payable with respect to any of the Pledged Collateral, and (B) any and all instruments, chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any the Pledged Collateral. (b) If Pledgor hereby irrevocably appoints the Secured Party as Pledgor's proxyholder with respect to the Pledged Shares and any other voting securities forming a part of the Pledged Collateral with full power and authority to vote such Pledged Shares and other voting securities and to otherwise act with respect to such Pledged Shares or other voting securities on behalf of such Pledgor, PROVIDED that this proxy shall only be operative upon the occurrence of an Event of Default has occurred and is continuing: so long as such Event of Default continues. Such proxy shall be irrevocable for so long as any of the Secured Obligations remain in existence. Pledgor shall execute and deliver (ior cause to be executed and delivered) All rights to the Secured Party all proxies and other instruments as the Secured Party may reasonably request for the purpose of Company enabling the Secured Party to exercise the voting and other consensual rights which Company would otherwise be it is entitled to exercise pursuant to subsection 7(a)(ithis Section 7(b); and (c) Upon the occurrence and during the continuance of an Event of Default hereunder, all rights of the Pledgor to receive and retain dividends, cash and other property, which they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii), shall cease to and all such rights shall thereupon be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent the Secured Party, who shall thereupon have the sole right to exercise receive and hold as Pledged Collateral such voting dividends, cash and other consensual rightsproperty. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement). All dividends and distributions which are property received by Company Pledgor contrary to the provisions of this subsection 7(bSection 7(c) shall be received in trust for the benefit of Agentthe Secured Party, shall be segregated from other property or funds of Company Pledgor and shall be forthwith paid over delivered to Agent the Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsementtransfer documents or endorsements).

Appears in 1 contract

Samples: Stock Pledge Agreement (Carter William Co /Ga/)

Voting Rights; Dividends; Etc. Each Pledgor agrees: (a) So long as no after any Default of the nature referred to in Section 8.1.9 of the Credit Agreement or an Event of Default shall have occurred and is continuing be continuing, promptly upon receipt of notice thereof by such Pledgor and without any request therefor by either Administrative Agent, such Pledgor will deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Dividends, Distributions, all other cash payments, and all proceeds of the Collateral, all of which shall not have delivered to Company notice be held by the Administrative Agent for the benefit of its election to exercise the rights set forth Secured Parties as additional Collateral for use in subsection accordance with SECTION 6.4; and (b) below:after any Event of Default shall have occurred and be continuing and the Administrative Agent has notified any Pledgor of the Administrative Agent's intention to exercise its voting power under this Section. (i) Company shall be entitled the Administrative Agent may exercise (to exercise any the exclusion of each Pledgor) the voting power and all voting other incidental rights of ownership with respect to any Pledged Interests or other shares of Capital Stock or other ownership interests constituting Collateral and other consensual rights pertaining each Pledgor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Collateral or any part thereofInterests and such other Collateral; provided, however, that Company shall not exercise or shall refrain from exercising any such right if, in Agent's reasonable judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof.and (ii) To promptly to deliver to the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash dividends Administrative Agent such additional proxies and other documents requested by the Administrative Agent as may be necessary to allow the Administrative Agent to exercise such voting power. All Dividends, Distributions, cash distributions paid or payable payments and proceeds which may at any time and from time to time be held by any Pledgor but which such Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Pledgor separate and apart from its other property in trust for the Secured Parties. The Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in CLAUSE (b), such Pledgor shall have the exclusive voting power with respect to any shares of Capital Stock or other ownership interests (including any of the Pledged CollateralInterests) constituting Collateral and the Administrative Agent shall, and (B) any and all instrumentsupon the written request of such Pledgor, chattel paper promptly deliver such proxies and other rightsdocuments, property or proceeds and products (other than cash or checks) receivedif any, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company as shall be reasonably requested by such Pledgor which are necessary to allow such Pledgor to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash dividends and other distributions shall cease upon notice by Agent to Company and any such dividends or other distributions paid or payable power with respect to any such share of Capital Stock or other ownership interests (including any of the Pledged Collateral Interests) constituting Collateral; PROVIDED, HOWEVER, that no vote shall be paid to Agent and held cast, or consent, waiver, or ratification given, or action taken by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured any Pledgor that would impair any Collateral or waived and (b) such time as the Required Lenders elect to apply such dividends and other distributions to the Secured Obligations (be inconsistent with or violate any such application to be in such order and manner set forth in Section 8.03 provision of the Credit Agreement). All dividends and distributions which are received by Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of Agent, shall be segregated from Agreement or any other funds of Company and shall be forthwith paid over to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Titan Corp)

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