Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party); (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest paid in respect of the Pledged Collateral; provided, however, that any and all (A) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) After the occurrence and only during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and (iii) all dividends, principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement; provided, however, that such Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified such Pledgor that, in Secured Party's ’s judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, provided further, that such Pledgor shall give Secured Party at least two five Business Days' ’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by such Pledgor of any Pledged Shares Equity for or such Pledgor's ’s consent to the election of directors or other members of a governing body of an issuer of Pledged Equity at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor (B) such Pledgor's ’s consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement within the meaning of this Section 7(a)(i)Section, and no notice of any such voting or consent need be given to Secured Party);
(ii) each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, retain any and all dividends, other distributions and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of such Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsementsendorsements); andand Exh. XIII-8 Domestic Pledge Agreement
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to such Pledgor all such proxies, dividend payment orders and other instruments as such Pledgor may from time to time reasonably request for the purpose of enabling such Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph clause (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph clause (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to PledgorPledgors, all rights of Pledgor Pledgors to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) except as otherwise provided in the Credit Agreement, all rights of Pledgor Pledgors to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which that are received by Pledgor Pledgors contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor Pledgors and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), each Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares Equity would be entitled (including, including without limitation, limitation giving or withholding written consents of membersholders of Equity Interests, calling special meetings of members holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including without limitation any transfer of any Pledged Shares Equity on the record books of the Issuerissuer thereof) by any other Person (including without limitation the Issuer issuer of the Pledged Equity or any officer or agent thereof), after upon the occurrence and only during the continuation continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.Default. Exh. XIII-9 Domestic Pledge Agreement
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that that, subject to the next following sentence, Pledgor shall give Secured Party at least two five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understoodright. It is under- 280 stood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions dividends and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they which it would 281 otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions dividends and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions dividends and interest payments; and
(iii) all dividends, principal, principal and interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, including giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Shares or any officer or agent thereof), after upon the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares Interests for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions dividends and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions dividends and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions dividends and interest payments; and
(iii) all dividends, principal, principal and interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares Interests and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares Interests would be entitled (including, without limitation, including giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares Interests on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Interests or any officer or agent thereof), after upon the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Samples: Credit Agreement (Blackbaud Inc)
Voting Rights; Dividends; Etc. (a) a. So long as no Event of Default shall have occurred and be continuing:
(i) i. Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement; providedPROVIDED, howeverHOWEVER, that if the exercise of any voting or other consensual right (A) is out of the ordinary course of business or (B) may cause a material adverse effect on the value of the Collateral or any part thereof, then Pledgor shall give Secured Party at least five (5) Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; and PROVIDED FURTHER, THAT upon any such notice, Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being . It is understood, however, that neither (Ax) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, meeting nor (By) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement within the meaning of this Section 7(a)(iSECTION 6(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) . Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions dividends and interest paid in respect of the Pledged Collateral; providedPROVIDED, howeverHOWEVER, that any and all:
(A1) dividends, other distributions dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable receivable, or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,;
(B2) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus surplus, or paid-in-surplus, ; and
(C3) cash paid, payable payable, or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, ; shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsementsendorsements); and
(iii) . Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders orders, and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph PARAGRAPH (i) above and to receive the dividends, other distributionsprincipal, principal or interest payments which it is authorized to receive and retain pursuant to paragraph PARAGRAPH (ii) above.
(b) After b. Upon the occurrence and only during the continuation of an Event of Default:
(i) i. upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(iSECTION 6(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) . all rights of Pledgor to receive the dividends, other distributions dividends and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(iiSECTION 6(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions dividends and interest payments; and
(iii) . all dividends, principal, principal and interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph PARAGRAPH (ii) of this Section 7(bSECTION 6(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements).
(c) c. In order to permit Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(iSECTION 6(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(iiSECTION 6(a)(ii) or Section 7(b)(iiSECTION 6(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders orders, and other instruments as Secured Party may from time to time reasonably request request, and (ii) without limiting the effect of the immediately preceding clause CLAUSE (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges privileges, and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of membersshareholders, calling special meetings of members shareholders, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Shares or any officer or agent thereof), after upon the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
d. Notwithstanding any of the foregoing, Pledgor agrees that this Agreement shall not in any way be deemed to obligate Secured Party or any Lender to assume any of Pledgor's obligations, duties, expenses, or liabilities arising out of this Agreement (including, without limitation, Pledgor's obligations as the holder of the Pledged Shares and as holder of the Pledged Interests) or under any and all other agreements now existing or hereafter drafted or executed (collectively, the "PLEDGOR OBLIGATIONS") unless Secured Party or Lender otherwise expressly agrees to assume any or all of said Pledgor Obligations in writing. Without limiting the generality of the foregoing, neither the grant of the security interest in the Collateral in favor of Secured Party as provided herein nor the exercise by Secured Party of any of its rights hereunder nor any action by Secured Party in connection with a foreclosure on the Collateral shall be deemed to constitute Secured Party as a partner of any partnership or a member of any limited liability company; PROVIDED, HOWEVER, THAT in the event Secured Party or any Lender elects to become a substituted partner of any partnership or a member of any limited liability company in place of Pledgor, Secured Party or such Lender, as the case may be, shall be entitled to and shall become such a substitute partner or member.
Appears in 1 contract
Samples: Credit Agreement (Trammell Crow Co)
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note AgreementLoan Documents; provided, however, that such Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified such Pledgor that, in Secured Party's ’s judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);and
(ii) each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, retain any and all dividends, other distributions and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of such Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsementsendorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to PledgorPledgors, all rights of Pledgor Pledgors to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i8(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor Pledgors to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii8(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which that are received by Pledgor Pledgors contrary to the provisions of paragraph (ii) of this Section 7(b8(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor Pledgors and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i8(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii8(a)(ii) or Section 7(b)(ii8(b)(ii), (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), each Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares Equity would be entitled (including, without limitation, giving or withholding written consents of membersholders of Equity Interests, calling special meetings of members holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares Equity on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Equity or any officer or agent thereof), after upon the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Samples: Security Agreement (Power One Inc)
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor Pledgors shall give Secured Party at least two five Business Days' prior written notice of the manner in which it intends they intend to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by any Pledgor of any Pledged Shares for or such Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) any Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor Pledgors shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-paid in surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsementsendorsements); and
(iii) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary endorsements); and
(iv) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor Pledgors all such proxies, dividend payment orders and other instruments as Pledgor Pledgors may from time to time reasonably request for the purpose of enabling Pledgor Pledgors to exercise the voting and other consensual rights which it each Pledgor is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it each Pledgor is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to PledgorPledgors, all rights of Pledgor Pledgors to exercise the voting and other consensual rights that with respect to the Pledged Collateral which they would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights with respect to the Pledged Collateral shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor Pledgors with respect to the Pledged Collateral to receive the dividends, other distributions and interest payments that which they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights with respect to the Pledged Collateral shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor Pledgors contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor Pledgors and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor Pledgors shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor Pledgors hereby grants grant to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares constituting Pledged Collateral on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of such Pledged Shares or any officer or agent thereof), after upon the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Purchase Agreement; provided, however, that Pledgor shall not -------- ------- exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party -------- ------- at least two five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders (or by written consent) or with respect to incidental matters at any such meeting, meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Purchase Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Purchase Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement (but subject to the provisions of the Note Purchase Agreement), any and all dividends, other distributions principal and interest paid in respect of the Pledged Collateral; provided, however, ----------------- that any and all
(A) dividends, other distributions principal and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged CollateralShares, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions dividends and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions dividends and interest payments; and
(iii) all dividends, principal, principal and interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Shares or any officer or agent thereof), after upon the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement; provided, however, that such Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified such Pledgor that, in Secured Party's ’s judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);and
(ii) each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, retain any and all dividends, other distributions and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of such Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsementsendorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to such Pledgor all such proxies, dividend payment orders and other instruments as such Pledgor may from time to time reasonably request for the purpose of enabling such Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph clause (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph clause (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to PledgorPledgors, all rights of Pledgor Pledgors to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) except as otherwise provided in the Credit Agreement, all rights of Pledgor Pledgors to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which that are received by Pledgor Pledgors contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor Pledgors and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), each Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares Equity would be entitled (including, without limitation, giving or withholding written consents of membersholders of Equity Interests, calling special meetings of members holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares Equity on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Equity or any officer or agent thereof), after upon the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Samples: Credit Agreement (Urs Corp /New/)
Voting Rights; Dividends; Etc. (a) So long as no Event Subject to paragraph (d) of Default shall have occurred and be continuing:
(i) this Section 6, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Interests or any other stock or member interests that becomes part of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends other Senior Indebtedness Documents.
(b) Subject to exercise, or the reasons for refraining from exercising, any such right paragraph (it being understood, however, that neither (Ae) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i)6 and Section 3 hereof, and no notice of any such voting or consent need be given to Secured Party);
(ii) the Pledgor shall be entitled to receive and receive, retain, and to utilize free and clear of use in any manner not prohibited by the lien of this Agreement, Senior Indebtedness Documents any and all dividends, other distributions interest and interest dividends paid in respect of the Pledged Collateral; provided, however, that any and all.
(Ac) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) The Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies, dividend payment orders proxies and other instruments as the Pledgor may from time to time reasonably request for the purpose of enabling the Pledgor to exercise the voting and other consensual rights which that it is entitled to exercise pursuant to paragraph (iSection 6(a) above hereof and to receive the dividends, other distributions, principal or dividends and interest payments which that it is authorized to receive and retain pursuant to paragraph (iiSection 6(b) abovehereof.
(bd) After Upon the occurrence and only during the continuation continuance of an any Event of Default:
(i) upon written notice from , the Secured Party shall have the right in its sole discretion, and the Pledgor shall execute and deliver all such proxies and other instruments as may be necessary or appropriate to Pledgorgive effect to such right, to terminate all rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights that they it would otherwise be entitled to exercise pursuant to Section 7(a)(i6(a) shall ceasehereof, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights;
(ii) all rights of Pledgor to receive ; provided, however, that the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon not be deemed to possess or have control over any voting rights with respect to any Collateral unless and until the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor contrary Secured Party has given written notice to the provisions Pledgor that any further exercise of paragraph (ii) of this Section 7(b) shall be received in trust for such voting rights by the benefit of Secured Party, shall be segregated from other funds of Pledgor is prohibited and shall forthwith be paid over to that the Secured Party as Pledged and/or its assigns will henceforth exercise such voting rights; and provided, further, that neither the registration of any item of Collateral in the same form as so received (Secured Party’s name nor the exercise of any voting rights with respect thereto shall be deemed to constitute a retention by the Secured Party of any necessary indorsements)such Collateral in satisfaction of the Secured Obligations or any part thereof.
(ce) In order to permit Upon the occurrence and during the continuance of any Event of Default following written notice from the Secured Party to exercise the voting and other consensual Pledgor of revocation of the Pledgor’s rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii6(b) or Section 7(b)(ii), hereof (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all provided that no such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy notice shall be effective, automatically and without required in the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation case of an Event of Default and which proxy shall only terminate upon the payment in full under Section 10.1(e) or (f) of the Secured Obligations.Credit Agreement or Section 7A(viii), (ix) or (x) of the Note Purchase Agreements):
Appears in 1 contract
Samples: Omnibus Amendment (Graco Inc)
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Loan and Security Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party Parry shall have notified Pledgor that, in Secured Party's reasonable judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being . It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's ' s consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and under the Subordinated Note Loan and Security Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);.
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, interest or other distributions and interest amounts paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsementsendorsements); and.
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal, interest or other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon Upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;.
(ii) all All rights of Pledgor to receive the dividends, other distributions and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and.
(iii) all All dividends, principal, interest payments and other distributions payments which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments documentation as Secured Party may from time to time reasonably request and (ii) without request. Without limiting the effect of the immediately preceding clause (i)sentence, upon the occurrence and continuance of an Event of Default, Pledgor hereby grants to Secured Party an irrevocable proxy IRREVOCABLE PROXY to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Shares or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) in Respect of Collateral. -------------------------------------------------------
1. So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise , the Debtor may receive and retain any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest dividends paid in respect of the Pledged Collateral; provided, however, that any and all
(Aa) dividends, other distributions and interest dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, of or in exchange for, any Pledged Collateral,
(Bb) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-in surplus, and
(Cc) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged Collateral, Collateral shall be, and shall forthwith be delivered to retained by Secured Party to hold as, Pledged as Collateral hereunder.
2. Upon the occurrence and shall, if received by Pledgor, be received in trust for during the benefit continuance of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); anda Default
(iiia) Secured Party shall promptly execute all rights of the Debtor to receive and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for retain the purpose of enabling Pledgor to exercise the voting and other consensual rights dividends which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is would otherwise be authorized to receive and retain pursuant to paragraph subsection (ii1) above.
(b) After the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i) this section shall automatically cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and;
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (iib) without limiting the effect generality of the immediately preceding clause (i)foregoing, Pledgor hereby grants to the Secured Party an irrevocable proxy to vote the Pledged Shares may at its option exercise any and to exercise all rights of conversion, exchange, subscription or any other rights, powers, privileges and remedies or options pertaining to which a holder any of the Pledged Shares would be entitled (Collateral as if it were the absolute owner thereof, including, without limitation, giving or withholding written consents of membersthe right to exchange, calling special meetings of members in its discretion, any and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books all of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate Collateral upon the payment in full merger, consolidation, reorganization, recapitalization or other adjustment of the Secured ObligationsParty.
Appears in 1 contract
Samples: Stock Pledge Agreement (St Mary Land & Exploration Co)
Voting Rights; Dividends; Etc. (a) So 6.1 As long as no Event of Default (as defined in Section 11) shall have occurred and be continuing:
(ia) Pledgor prior to receipt of a written notice from Collateral Agent, Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or and the Subordinated Note Credit Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that each Pledgor shall give Secured Party Collateral Agent at least two Business Days' five (5) days’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, exercise any such right (it being understoodright; provided, further, however, that neither (Ai) the voting by a Pledgor of any Pledged Shares for for, or a Pledgor's ’s consent to to, the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, meeting nor (Bii) a Pledgor's ’s consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement (including, without limitation, impairing in any material manner the Pledged Collateral or the material rights of any of the Secured Parties), within the meaning of this Section 7(a)(i6.1(a), and no notice of any such voting or consent need be given to Secured Party);Collateral Agent.
(iib) Pledgor The Pledgors shall be entitled to receive and retain, and to utilize free and clear of the lien Lien of this Agreement, any and all dividends, other distributions distributions, principal and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) all dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, equity securities shall be, and shall be forthwith be delivered to Secured Party Collateral Agent to hold as, Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of Secured PartyCollateral Agent, be segregated from the other property or funds of Pledgor such Pledgor, and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party Agent as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsement).
(c) In order to permit Secured Party the Pledgors to exercise the voting and other consensual rights that it may be which they are entitled to exercise pursuant to Section 7(b)(i6.1(a) above and to receive all dividends and other distributions the dividends, distributions, principal or interest payments which it may be entitled they are authorized to receive under and retain pursuant to Section 7(a)(ii6.1(b) or Section 7(b)(ii)above, (i) Pledgor shall promptly Collateral Agent shall, if necessary, upon written request of a Pledgor, from time to time execute and deliver (or cause to be executed and delivered) to Secured Party such Pledgor all such proxies, dividend payment orders and other instruments as Secured Party such Pledgor may from time to time reasonably request and request.
(iid) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after Upon the occurrence and only during the continuation continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.Default:
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Subject to Section 6(d), the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Shares or any other stock that becomes part of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Agreement; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would could reasonably be expected to have a material adverse effect on the value of the Pledged Collateral or any material part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends .
(b) Subject to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i6(e), and no notice of any such voting or consent need be given to Secured Party);
(ii) the Pledgor shall be entitled to receive and receive, retain, and to utilize free and clear of the lien of this Agreement, use in any manner any and all dividends, other distributions interest and interest dividends paid in respect of the Pledged Collateral; provided, however, that any and all
(Ai) dividends, other distributions and interest dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(Bii) dividends and other distributions paid or payable in cash in respect of any Pledged 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
(Ciii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of of, or in exchange for for, any Pledged Collateral, shall be, and shall be forthwith be delivered to the Secured Party to hold as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of Pledgor the Pledgor, and be forthwith delivered to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsement or assignment). The Pledgor shall, upon request by the Secured Party, promptly execute all such documents and do all such acts as may be necessary indorsementsor desirable to give effect to the provisions of this Section 6(b); and.
(iiic) The Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies, dividend payment orders proxies and other instruments as the Pledgor may from time to time reasonably request for the purpose of enabling the Pledgor to exercise the voting and other consensual rights which that it is entitled to exercise pursuant to paragraph (iSection 6(a) above and to receive the dividends, other distributions, principal or dividends and interest payments which that it is authorized to receive and retain pursuant to paragraph (ii) aboveSection 6(b).
(bd) After Upon the occurrence and only during the continuation continuance of an any Event of Default:
(i) upon written notice from , the Secured Party shall have the right in its sole discretion, and the Pledgor shall execute and deliver all such proxies and other instruments as may be necessary or appropriate to Pledgorgive effect to such right, to terminate all rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights that they it would otherwise be entitled to exercise pursuant to Section 7(a)(i6(a), and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; provided, however, that the Secured Party shall not be deemed to possess or have control over any voting rights with respect to any Collateral unless and until the Secured Party has given written notice to the Pledgor that any further exercise of such voting rights by the Pledgor is prohibited and that the Secured Party and/or its assigns will henceforth exercise such voting rights; and provided, further, that neither the registration of any item of Collateral in the Secured Party’s name nor the exercise of any voting rights with respect thereto shall be deemed to constitute a retention by the Secured Party of any such Collateral in satisfaction of the Obligations or any part thereof.
(e) Upon the occurrence and during the continuance of any Event of Default:
(i) all rights of the Pledgor to receive the dividends and interest that it would otherwise be authorized to receive and retain pursuant to Section 6(b) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold such dividends as Pledged Collateral such dividendsCollateral, other distributions and interest payments; and
(iiiii) all dividends, principal, payments of interest payments and other distributions which dividends that are received by the Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b6(b)(i) shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of the Pledgor and shall be forthwith be paid over to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsindorsement).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Samples: Pledge Agreement (Tracinda Corp)
Voting Rights; Dividends; Etc. 6(a) Subject to paragraph (ad) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor this Section 6, the Pledgors shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Shares or any other stock or interests that becomes part of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Subordinated Note Credit Agreement; provided, however, that Pledgor the Pledgors shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would could reasonably be expected to have a material adverse effect on the value of the Pledged Collateral or any material part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends hereof.
6(b) Subject to exercise, or the reasons for refraining from exercising, any such right paragraph (it being understood, however, that neither (Ae) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i)6, and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor the Pledgors shall be entitled to receive and receive, retain, and to utilize free and clear of use in any manner not prohibited by the lien of this Agreement, Credit Agreement any and all dividends, other distributions and interest dividends paid in respect of the Pledged Collateral; provided, however, that any and all
(Ai) dividends, other distributions and interest dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(Bii) dividends and other distributions paid or payable in cash in respect of any Pledged 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
(Ciii) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged Collateral, shall be, and shall be forthwith be delivered to the Secured Party to hold as, Pledged Collateral and shall, if received by Pledgorthe Pledgors, or any of them, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of Pledgor the Pledgors, and be forthwith delivered to the Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsindorsement or assignment). The Pledgors shall, upon request by the Secured Party, promptly execute all such documents and do all such acts as may be necessary to give effect to the provisions of this Section 6(b).
(c6(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.[Reserved]
Appears in 1 contract
Samples: Pledge Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Voting Rights; Dividends; Etc. 6(a) Subject to paragraph (ad) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor this Section 6, the Pledgors shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Shares or any other stock that becomes part of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement; provided, however, that Pledgor the Pledgors shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would could reasonably be expected to have a material adverse effect on the value of the Pledged Collateral or any material part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends .
6(b) Subject to exercise, or the reasons for refraining from exercising, any such right paragraph (it being understood, however, that neither (Ae) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i)6, and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor the Pledgors shall be entitled to receive and receive, retain, and to utilize free and clear of use in any manner not prohibited by the lien of this Agreement, Credit Agreement any and all dividends, other distributions and interest dividends paid in respect of the Pledged Collateral; provided, however, that any and all
(Ai) dividends, other distributions and interest dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(Bii) dividends and other distributions paid or payable in cash in respect of any Pledged 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
(Ciii) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged Collateral, shall be, and shall be forthwith be delivered to the Secured Party to hold as, Pledged Collateral and shall, if received by Pledgorthe Pledgors, or any of them, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of Pledgor the Pledgors, and be forthwith delivered to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsement or assignment). The Pledgors shall, upon request by the Secured Party, promptly execute all such documents and do all such acts as may be necessary indorsementsto give effect to the provisions of this Section 6(b); and.
(iii6(c) The Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor the Pledgors all such proxies, dividend payment orders proxies and other instruments as Pledgor the Pledgors may from time to time reasonably request for the purpose of enabling Pledgor the Pledgors to exercise the voting and other consensual rights which it is that they are entitled to exercise pursuant to paragraph (iSection 6(a) above hereof and to receive the dividends, other distributions, principal or interest payments which it is dividends that they are authorized to receive and retain pursuant to paragraph (ii) above.
Section (b) After hereof.
6(d) Upon the occurrence and only during the continuation continuance of an any Event of Default:
(i) upon written notice from , the Secured Party shall have the right in its sole discretion, and each Pledgor shall execute and deliver all such proxies and other instruments as may be necessary or appropriate to Pledgorgive effect to such right, to terminate all rights of such Pledgor to exercise or refrain from exercising the voting and other consensual rights that they it would otherwise be entitled to exercise pursuant to Section 7(a)(i(a) hereof, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; provided, however, that the Secured Party shall not be deemed to possess or have control over any voting rights with respect to any Collateral unless and until the Secured Party has given written notice to the Pledgors that any further exercise of such voting rights by the Pledgors are prohibited and that the Secured Party and/or its assigns will henceforth exercise such voting rights; and provided, further, that neither the registration of any item of Collateral in the Secured Party’s name nor the exercise of any voting rights with respect thereto shall be deemed to constitute a retention by the Secured Party of any such Collateral in satisfaction of the Obligations or any part thereof.
6(e) Upon the occurrence and during the continuance of any Event of Default:
(i) all rights of the Pledgors to receive the dividends that they or any of them would otherwise be authorized to receive and retain pursuant to Section 6(b) hereof shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold such dividends as Pledged Collateral such dividendsCollateral, other distributions and interest payments; and
(iiiii) all dividends, principal, interest payments and other distributions which of dividends that are received by Pledgor the Pledgors, or any of them, contrary to the provisions of paragraph (iii) of this Section 7(b(e) shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of Pledgor the Pledgors and shall be forthwith be paid over to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsindorsement).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default Unless and until there shall have occurred and be continuingcontinuing an Event of Default and such Event of Default continues unremedied for a period of 5 days:
(i) Pledgor the Grantor 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 Subordinated Note Agreementpurpose; provided, however, that Pledgor the Grantor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent be prejudicial to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under security created by this Agreement and the Subordinated Note Agreement shall be deemed or otherwise inconsistent with the terms of this Agreement and the other Finance Documents (for the avoidance of doubt, the Grantor shall not (without the prior written consent of the Secured Party, which consent shall not be unreasonably withheld, delayed or the Subordinated Note Agreement within the meaning of this Section 7(a)(i), and no notice of conditioned) be entitled to exercise any such voting powers to effect any amendment or consent need revocation of the Issuer's constitutional documents. if such amendment or revocation would be given materially adverse to the Secured Party);; and
(ii) Pledgor the Grantor shall be entitled to receive and retaindirectly, and to utilize free retain all dividends and clear of the lien of this Agreement, any and all dividends, other distributions and interest (including, but not limited to, cash) paid or distributed by way of dividend or otherwise in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) all dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-capital surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, Shares shall be, and shall be forthwith be delivered to the Secured Party to hold as, Collateral; and provided further, however, that all other or additional stock or other securities or property paid or distributed in respect of the Pledged Collateral Shares by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar arrangement shall be, and shallshall be forthwith delivered to the Secured Party to hold as, if Collateral. All dividends, distributions or other payments which are received by Pledgor, the Grantor contrary to the provisions of Section 7(a)(ii) shall be received in trust for the benefit of the Secured Party, shall be segregated from the other property or funds of Pledgor the Grantor and shall be forthwith paid over and/or delivered to the Secured Party as Pledged Collateral in the same form form' as so received (with all any necessary indorsementsendorsement); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After the occurrence If there shall have occurred and only during the continuation of be continuing an Event of DefaultDefault and such Event of Default continues unremedied or =waived for a period of 5 days:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor the Grantor (1) to exercise or refrain from exercising the voting and other consensual rights that they it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall shall, upon notice to the Grantor by the Secured Party, cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii2) all rights of Pledgor to receive the dividends, dividends and other distributions and interest payments that they it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Secured Party who which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and to hold as Pledged Collateral such dividends, dividends and other distributions and interest payments; anddistributions;
(iiiii) all dividends, principal, interest distributions or other payments and other distributions which are received by Pledgor the Grantor contrary to the provisions of paragraph (ii) of this Section 7(b7(b)(i) shall be received in trust for the benefit of the Secured Party, shall be segregated from other property or funds of Pledgor the Grantor and shall be forthwith be paid over and/or delivered to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsement).; and
(ciii) In order to permit The Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including authorized to send to the Issuer or any officer or agent thereof), after the occurrence and only during the continuation a Notice of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured ObligationsExclusive Control.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) The Pledgor 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 Subordinated Note Credit Agreement; provided, however, that no Pledgor shall not exercise or shall refrain from exercising any such right if the Secured Party shall have notified the Pledgor that, in the Secured Party's ’s reasonable judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereofShares; and provided, further, that the Pledgor shall give the Secured Party at least two five (5) Business Days' ’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being right. It is understood, however, that neither (A) the voting by any Pledgor of any Pledged Shares for or any Pledgor's ’s consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, meeting nor (B) any Pledgor's ’s consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement within the meaning of this Section 7(a)(i)[ ], and no notice of any such voting or consent need be given to the Secured Party);
(ii) The Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other dividends paid and distributions and interest paid made in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions and interest dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or winding up or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged CollateralShares, shall be, and shall forthwith be delivered to the Secured Party to hold as, as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of the Pledgor and be forthwith delivered to the Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsementsendorsements); and
(iii) The Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies, dividend payment orders and other instruments as the Pledgor may from time to time reasonably request for the purpose of enabling the Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and above, to receive the dividends, and other distributions, principal or interest payments distributions which it is authorized to receive and retain pursuant to paragraph (ii) above, and to exercise its right to purchase capital stock under any warrants or options pledged by the Pledgor hereunder, provided that all stock issued as a result of exercise of such warrants or options, together with all necessary instruments of transfer executed in blank, shall be immediately pledged and delivered to the Secured Party pursuant to the terms of this Agreement.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from the Secured Party to the Pledgor, all rights of the Pledgor to exercise the voting and other consensual rights that which they would otherwise be entitled to exercise pursuant to Section 7(a)(i8(a)(i) shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of the Pledgor to receive the dividends, dividend and other distributions and interest payments that which they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii8(a)(i) shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, dividends and other distributions and interest paymentsdistributions; and
(iii) all dividends, principal, interest payments dividends and other distributions which are received by any Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b8(b) shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of the Pledgor and shall forthwith be paid over to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements).
(c) In order to permit the Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i8(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 0Section 7(b)(ii), (i) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligationsrequest.
Appears in 1 contract
Voting Rights; Dividends; Etc. 6(a) Subject to paragraph (ad) So long as no Event of Default shall have occurred and be continuing:
(i) this Section 6, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Shares or any other stock or ownership interests that becomes part of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would could reasonably be expected to have a material adverse effect on the value of the Pledged Collateral or any material part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends .
6(b) Subject to exercise, or the reasons for refraining from exercising, any such right paragraph (it being understood, however, that neither (Ae) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i)6, and no notice of any such voting or consent need be given to Secured Party);
(ii) the Pledgor shall be entitled to receive and receive, retain, and to utilize free and clear of use in any manner not prohibited by the lien of this Agreement, Credit Agreement any and all dividends, other distributions and interest dividends paid in respect of the Pledged Collateral; provided, however, that that, any and all
(Ai) dividends, other distributions and interest dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(Bii) dividends and other distributions paid or payable in cash in respect of any Pledged 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
(Ciii) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged Collateral, shall be, and shall be forthwith be delivered to the Secured Party to hold as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of Pledgor the Pledgor, and be forthwith delivered to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsement or assignment). The Pledgor shall, upon request by the Secured Party, promptly execute all such documents and do all such acts as may be necessary indorsementsor desirable to give effect to the provisions of this Section 6(b); and.
(iii6(c) The Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies, dividend payment orders proxies and other instruments as the Pledgor may from time to time reasonably request for the purpose of enabling the Pledgor to exercise the voting and other consensual rights which that it is entitled to exercise pursuant to paragraph (iSection 6(a) above hereof and to receive the dividends, other distributions, principal or interest payments which dividends that it is authorized to receive and retain pursuant to paragraph (iiSection 6(b) abovehereof.
(b6(d) After Upon the occurrence and only during the continuation continuance of an any Event of Default:
(i) upon written notice from , the Secured Party shall have the right in its sole discretion, and the Pledgor shall execute and deliver all such proxies and other instruments as may be necessary or appropriate to Pledgorgive effect to such right, to terminate all rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights that they it would otherwise be entitled to exercise pursuant to Section 7(a)(i6(a) hereof, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; provided, however, that the Secured Party shall not be deemed to possess or have control over any voting rights with respect to any Collateral unless and until the Secured Party has given written notice to the Pledgor that any further exercise of such voting rights by the Pledgor is prohibited and that the Secured Party and/or its assigns will henceforth exercise such voting rights; and provided, further, that neither the registration of any item of Collateral in the Secured Party's name nor the exercise of any voting rights with respect thereto shall be deemed to constitute a retention by the Secured Party of any such Collateral in satisfaction of the Obligations or any part thereof.
6(e) Upon the occurrence and during the continuance of any Event of Default:
(i) all rights of the Pledgor to receive the dividends that it would otherwise be authorized to receive and retain pursuant to Section 6(b) hereof shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold such dividends as Pledged Collateral such dividendsCollateral, other distributions and interest payments; and
(iiiii) all dividends, principal, interest payments and other distributions which of dividends that are received by the Pledgor contrary to the provisions of paragraph (iii) of this Section 7(b6(e) shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of the Pledgor and shall be forthwith be paid over to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsindorsement).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So 6.1 As long as no Event of Default (as defined in Section 11) shall have occurred and be continuing:
(ia) Pledgor prior to receipt of a written notice from Collateral Agent, Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or and the Subordinated Note Credit Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that each Pledgor shall give Secured Party Collateral Agent at least two Business Days' five (5) days’ prior written notice (or such later date as may be reasonably agreed to by the Collateral Agent) of the manner in which it intends to exercise, or the reasons for refraining from exercising, exercise any such right (it being understoodright; provided, further, however, that neither (Ai) the voting by a Pledgor of any Pledged Shares for for, or a Pledgor's ’s consent to to, the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, meeting nor (Bii) a Pledgor's ’s consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement (including, without limitation, impairing in any material manner the Pledged Collateral or the material rights of any of the Secured Parties), within the meaning of this Section 7(a)(i6.1(a), and no notice of any such voting or consent need be given to Secured Party);Collateral Agent.
(iib) Pledgor The Pledgors shall be entitled to receive and retain, and to utilize free and clear of the lien Lien of this Agreement, any and all dividends, other distributions distributions, principal and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) all dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, equity securities shall be, and shall be forthwith be delivered to Secured Party Collateral Agent to hold as, Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of Secured PartyCollateral Agent, be segregated from the other property or funds of Pledgor such Pledgor, and be forthwith delivered to Secured Party Collateral Agent as Pledged Collateral in the same form as so received (with all any necessary indorsementsendorsement); and.
(iiic) Secured Party shall promptly In order to permit the Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 6.1(a) above and to receive the dividends, distributions, principal or interest payments which they are authorized to receive and retain pursuant to Section 6.1(b) above, Collateral Agent shall, if necessary, upon written request of a Pledgor, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such proxies, dividend payment orders and other instruments as such Pledgor may reasonably request.
(d) Upon the occurrence and during the continuance of an Event of Default:
(i) Upon written notice from time Collateral Agent to time reasonably request for the purpose a Pledgor, all rights of enabling such Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i6.1(a) above shall cease, and all such rights shall thereupon become vested in Secured Party who Collateral Agent which shall thereupon have the sole right to exercise such voting and other consensual rights;rights during the continuance of such Event of Default.
(ii) Other than amounts to be used by a Pledgor to directly or indirectly make Holdings Ordinary Course Payments permitted to be paid pursuant to Section 8.5 of the Credit Agreement, all rights of a Pledgor to receive the dividends, other distributions distributions, principal and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii6.1(b) above shall cease, cease and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, distributions, principal and interest payments during the continuance of such Event of Default.
(e) In order to permit Collateral Agent to receive all dividends and other distributions to which it may be entitled under Section 6.1(d) above, to exercise the voting and interest payments; and
(iiiother consensual rights which it may be entitled to exercise pursuant to Section 6.1(d) above, and to receive all dividends, principaldistributions, principal and interest payments and other distributions which it may be entitled to receive under Section 6.1(b) above, each Pledgor shall, if necessary, upon written notice from Collateral Agent, from time to time execute and deliver to Collateral Agent appropriate proxies, dividend payment orders and other instruments as Collateral Agent may reasonably request.
(f) All dividends, distributions, principal and interest payments which are received by either Pledgor contrary to the provisions of paragraph (iiSection 6.1(d) of this Section 7(b) above shall be received in trust for the benefit of Secured PartyCollateral Agent, shall be segregated from other funds of such Pledgor and shall be forthwith be paid over to Secured Party Collateral Agent as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsement).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. 6(a) Subject to paragraph (ad) So long as no Event of Default shall have occurred and be continuing:
(i) this Section 6, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Shares or any other stock that becomes part of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would could reasonably be expected to have a material adverse effect on the value of the Pledged Collateral or any material part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends .
6(b) Subject to exercise, or the reasons for refraining from exercising, any such right paragraph (it being understood, however, that neither (Ae) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i)6, and no notice of any such voting or consent need be given to Secured Party);
(ii) the Pledgor shall be entitled to receive and receive, retain, and to utilize free and clear of use in any manner not prohibited by the lien of this Agreement, Credit Agreement any and all dividends, other distributions interest and interest dividends paid in respect of the Pledged Collateral; provided, however, that any and all:
(Ai) dividends, other distributions and interest dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(Bii) dividends and other distributions paid or payable in cash in respect of any Pledged 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
(Ciii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of of, or in exchange for for, any Pledged Collateral, shall be, and shall be forthwith be delivered to the Secured Party to hold as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of Pledgor the Pledgor, and be forthwith delivered to the Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsindorsement or assignment). The Pledgor shall, upon request by the Secured Party, promptly execute all such documents and do all such acts as may be necessary or desirable to give effect to the provisions of this Section 6(b).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Samples: Credit Agreement (Dolan Media CO)
Voting Rights; Dividends; Etc. (a) A. So long as no Event of Default shall have occurred and be continuingcontinuing and Secured Party shall not have given Pledgor the notice provided for in Section 4.B. hereafter:
(i) the Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights and powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Loan Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give the Secured Party at least two Business Days' prior contemporaneous written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent power other than with respect to the election of directors at a regularly scheduled annual or other meeting of stockholders or and voting with respect to incidental matters at any such meeting, nor (B) in the ordinary course of Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);business; and
(ii) the Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, retain any and all ordinary cash dividends and distributions payable on the Collateral, but only as allowed by Section 6.6 of the Loan Agreement, and with the understanding that any and all stock and/or liquidating dividends, distributions in property, returns of capital or other distributions and interest paid made on or in respect of the Pledged Collateral; providedCollateral as a substitute therefor, howeverwhether resulting from a subdivision, that combination or reclassification of the outstanding capital stock of any issuer thereof or received in exchange for other Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any such issuer may be a party or otherwise, and any and all
(A) dividends, other distributions and interest paid or payable other than in all cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or received in redemption of or in exchange for any Pledged CollateralCollateral (either at maturity, upon call for redemption or otherwise) shall be and become part of the Collateral and, if received by the Pledgor, shall be, be held in trust for the benefit of the Secured Party and shall forthwith be delivered to the Secured Party to hold as, Pledged Collateral and shall, if received or its designated custodian (accompanied by Pledgor, be received proper instruments of assignment and/or stock powers executed by the Pledgor in trust for accordance with the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii's instructions) Secured Party shall promptly execute and deliver (or cause to be executed held as Collateral subject to the terms of this Agreement.
B. Upon the occurrence and delivered) to Pledgor during the continuance of an Event of Default, all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for rights of the purpose of enabling Pledgor to exercise the voting and other consensual rights and powers which it is entitled to exercise pursuant to paragraph (iSection 4.A.(i) above and to receive the dividends, other distributions, principal or interest payments dividends and distributions which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i4.A.(ii) shall ceasecease upon the giving of notice to such effect by the Secured Party, and all such rights shall thereupon thereupon, after the giving of such notice by Secured Party, become vested in the Secured Party who shall thereupon shall, during the continuance of any Event of Default, have the sole and exclusive right and authority to exercise such voting and other consensual rights;
(ii) all rights of Pledgor and powers and to receive and hold as Collateral the dividends, other dividends and distributions and interest payments that they which the Pledgor would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.to
Appears in 1 contract
Samples: Security Agreement (Dailey Petroleum Services Corp)
Voting Rights; Dividends; Etc. (a) So long as no Unless and until an Event of Default shall have occurred and be continuing:
(i) The Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to the owner of the Pledged Collateral Securities or any part thereof for any purpose not inconsistent with the terms hereof, of this the Loan Agreement and of the other Credit Documents.
(ii) Any cash interest, dividends or distributions received by the Subordinated Note Agreement; providedPledgor, howeverwhether declared on a regular periodic basis or resulting from a subdivision, that combination, or reclassification of the outstanding equity interests of any Pledged Company, or received in exchange for the Pledged Securities or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Company may be a party, or otherwise, may be retained by the Pledgor (subject to the terms of the other Credit Documents), and any such non-cash interest, dividends or distributions of any kind whatsoever received by the Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value be and become part of the Pledged Collateral or any part thereof; Securities pledged hereunder and provided, further, that Pledgor shall give immediately be delivered to the Secured Party at least two Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent be held subject to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);Pledge Agreement.
(iib) Pledgor shall be entitled to receive Upon the occurrence and retainduring the continuance of an Event of Default, and to utilize free and clear all rights of the lien of this Agreement, any and all dividends, other distributions and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to (i) exercise the voting and other and/or consensual rights and powers with respect to the Pledged Companies which it is they are entitled to exercise pursuant to paragraph Section 5(a)(i) hereof, and (iii) above receive and to receive retain dividends and distributions from the dividends, other distributions, principal or interest payments Pledged Companies which it is authorized the Pledgor would be entitled to receive and retain pursuant to paragraph (iiSection 5(a)(ii) above.
(b) After the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgorhereof, all rights of Pledgor to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i) if any, shall cease, cease and all such rights shall thereupon become vested in the Secured Party who Party, which shall thereupon have the sole and exclusive right and authority to exercise such voting and other and/or consensual rights;
(ii) all ; provided, however, that to the extent any governmental consents or filings are required for the exercise by the Secured Party of any of the foregoing rights of Pledgor to receive and powers, the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) Secured Party shall cease, and all refrain from exercising such rights shall thereupon become vested in Secured Party who shall thereupon have or powers until the sole right to receive making of such required filings, the receipt of such consents and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) the expiration of all dividends, principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements)related waiting periods.
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Samples: Pledge Agreement (Mlt, LLC)
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Purchase Agreement; provided, however, that Pledgor shall not -------- ------- exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders (or by written consent) or with respect to incidental matters at any such meeting, meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Purchase Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Purchase Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement (but subject to the provisions of the Note Purchase Agreement), any and all dividends, other distributions principal and interest paid in respect of the Pledged Collateral; provided, however, -------- ------- that any and all
(A) dividends, other distributions principal and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged CollateralShares, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions dividends and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions dividends and interest payments; and
(iii) all dividends, principal, principal and interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Shares or any officer or agent thereof), after upon the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Purchase Agreement; provided, however, that Pledgor shall not -------- ------- exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders (or by written consent) or with respect to incidental matters at any such meeting, meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Purchase Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Purchase Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement (but subject to the provisions of the Note Purchase Agreement), any and all dividends, other distributions principal and interest paid in respect of the Pledged Collateral; provided, however, -------- ------- that any and all
(A) dividends, other distributions principal and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged CollateralShares, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions dividends and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions dividends and interest payments; and
(iii) all dividends, principal, principal and interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary ne cessary indorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Shares or any officer or agent thereof), after upon the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Revolving Credit Agreement or the Subordinated Note Term Loan Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party Collateral Agent shall have notified Pledgor that, in Secured PartyCollateral Agent's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party Collateral Agent at least two five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement, the Revolving Credit Agreement and the Subordinated Note Term Loan Agreement shall be deemed inconsistent with the terms of this Agreement, the Revolving Credit Agreement or the Subordinated Note Term Loan Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.the
Appears in 1 contract
Samples: Subsidiary Pledge Agreement (Total Renal Care Holdings Inc)
Voting Rights; Dividends; Etc. (a) So long as no Triggering Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note AgreementSenior Secured Loan Documents; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party or Required Creditors shall have notified Pledgor that, in Secured Party's ’s or Required Creditors’ judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party and each Senior Secured Party at least two five Business Days' ’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by Pledgor of any Pledged Shares Equity for or Pledgor's ’s consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's ’s consent to or approval of any action otherwise permitted not prohibited under this Agreement and each of the Subordinated Note Agreement other Senior Secured Loan Documents shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement any Senior Secured Loan Document within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) all dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of a Triggering Event (other than an Event Involuntary Proceeding) or upon the occurrence and continuation of Defaultan Involuntary Proceeding for at least 60 consecutive days and during the continuation of such Involuntary Proceeding:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who which shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions dividends and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares Equity would be entitled (including, without limitation, giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares Equity on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Equity or any officer or agent thereof), after upon the occurrence of a Triggering Event (other than an Involuntary Proceeding) or the occurrence and only during the continuation of an Event of Default Involuntary Proceeding for at least 60 consecutive days and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. 6(a) Subject to paragraph (ad) So long as no Event of Default shall have occurred and be continuing:
(i) this Section 6, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Shares or any other equity interests that becomes part of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Loan and Option Agreement; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would could reasonably be expected to have a material adverse effect on the value of the Pledged Collateral or any material part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends .
6(b) Subject to exercise, or the reasons for refraining from exercising, any such right paragraph (it being understood, however, that neither (Ae) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i)6, and no notice of any such voting or consent need be given to Secured Party);
(ii) the Pledgor shall be entitled to receive and receive, retain, and to utilize free use in any manner not prohibited by the Loan and clear of the lien of this Agreement, Option Agreement any and all dividends, other distributions and interest dividends paid in respect of the Pledged Collateral; provided, however, that any and all
(Ai) dividends, other distributions and interest dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(Bii) dividends and other distributions paid or payable in cash in respect of any Pledged 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
(Ciii) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged Collateral, shall be, and shall be forthwith be delivered to the Secured Party to hold as, Pledged as Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of Pledgor the Pledgor, and be forthwith delivered to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsement or assignment). The Pledgor shall, upon request by the Secured Party, promptly execute all such documents and do all such acts as may be necessary indorsementsor desirable to give effect to the provisions of this Section 6(b); and.
(iii6(c) The Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies, dividend payment orders proxies and other instruments as the Pledgor may from time to time reasonably request for the purpose of enabling the Pledgor to exercise the voting and other consensual rights which that it is entitled to exercise pursuant to paragraph (iSection 6(a) above hereof and to receive the dividends, other distributions, principal or interest payments which dividends that it is authorized to receive and retain pursuant to paragraph (iiSection 6(b) abovehereof.
(b6(d) After Upon the occurrence and only during the continuation continuance of an any Event of Default:
(i) upon written notice from , the Secured Party shall have the right in its sole discretion, and the Pledgor shall execute and deliver all such proxies and other instruments as may be necessary or appropriate to Pledgorgive effect to such right, to terminate all rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights that they it would otherwise be entitled to exercise pursuant to Section 7(a)(i6(a) hereof, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; provided, however, that the Secured Party shall not be deemed to possess or have control over any voting rights with respect to any Collateral unless and until the Secured Party has given written notice to the Pledgor that any further exercise of such voting rights by the Pledgor is prohibited and that the Secured Party and/or its assigns will henceforth exercise such voting rights; and provided, further, that neither the registration of any item of Collateral in the Secured Party’s name nor the exercise of any voting rights with respect thereto shall be deemed to constitute a retention by the Secured Party of any such Collateral in satisfaction of the Obligations or any part thereof.
6(e) Upon the occurrence and during the continuance of any Event of Default:
(i) all rights of the Pledgor to receive the dividends that it would otherwise be authorized to receive and retain pursuant to Section 6(b) hereof shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold such dividends as Pledged Collateral such dividendsCollateral, other distributions and interest payments; and
(iiiii) all dividends, principal, interest payments and other distributions which of dividends that are received by the Pledgor contrary to the provisions of paragraph (iii) of this Section 7(b6(e) shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of the Pledgor and shall be forthwith be paid over to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsindorsement).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Samples: Pledge Agreement (Bekem Metals Inc)
Voting Rights; Dividends; Etc. IN RESPECT OF PLEDGED SHARES.
(a) So long as no Default or Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor shall be entitled to continuing Debtor may receive and retain, and to utilize free and clear of the lien of this Agreement, retain any and all dividends, other distributions and or interest paid in respect of the Pledged CollateralShares; providedPROVIDED, howeverHOWEVER, that any and all
(Ai) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, of or in exchange for, any Pledged CollateralShares,
(Bii) dividends and other distributions paid or payable in cash 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-in surplus, and
(Ciii) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged CollateralShares, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral Shares and shall, if received by PledgorDebtor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor Debtor, and be forthwith delivered to Secured Party as Pledged Collateral in the same exact form as so received (with all any necessary indorsements); and
(iii) endorsement or appropriate stock powers duly executed in blank, to be held by Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) aboveCollateral.
(b) After Upon the occurrence and only during the continuation continuance of a Default or an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor Debtor to exercise receive and retain the voting dividends, distributions and other consensual rights that they interest payments which it would otherwise be entitled authorized to exercise receive and retain pursuant to Section 7(a)(isubsection (a) of this section shall automatically cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who which shall thereupon have the sole right to receive and hold as Pledged Collateral Shares such dividends, other distributions and interest payments;
(ii) without limiting the generality of the foregoing, Secured Party may at its option exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other adjustment of any Issuer, or upon the exercise by any Issuer of any right, privilege or option pertaining to any Pledged Shares, and, in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depository, transfer, agent, registrar or other designated agent upon such terms and conditions as it may determine; and
(iii) all dividends, principal, distributions and interest payments and other distributions which are received by Pledgor Debtor contrary to the provisions of paragraph subsection (iib)(i) of this Section 7(b) section shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor Debtor, and shall be forthwith be paid over to Secured Party as Pledged Collateral Shares in the same exact form as so received (with any necessary indorsements).
(c) In order received, to permit be held by Secured Party as Collateral. Anything herein to the contrary notwithstanding, Debtor may at all times exercise the any and all voting and other consensual rights that it may be entitled pertaining to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder or any part thereof for any purpose not inconsistent with the terms of the Pledged Shares would be entitled (including, without limitation, giving this Agreement or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured ObligationsObligation Document.
Appears in 1 contract
Samples: Credit Agreement (E-Dentist Com Inc)
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) 6.1 Subject to Section 6.4, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Shares or any other stock that becomes part of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Reimbursement Agreement; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would could reasonably be expected to have a material adverse effect on the value of the Pledged Collateral or any material part thereof; and provided.
6.2 Subject to Section 6.5, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor shall be entitled to receive and receive, retain, and to utilize free and clear of use in any manner not prohibited by the lien of this Agreement, Reimbursement Agreement any and all dividends, other distributions and interest dividends paid in respect of the Pledged Collateral; provided, however, that any and all
(Aa) dividends, other distributions and interest dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(Bb) dividends and other distributions paid or payable in cash in respect of any Pledged 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
(Cc) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged Collateral, shall be, and shall be forthwith be delivered to the Secured Party to hold as, Pledged as Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of Pledgor the Pledgor, and be forthwith delivered to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsement or assignment). The Pledgor shall, upon request by the Secured Party, promptly execute all such documents and do all such acts as may be necessary indorsements); andor desirable to give effect to the provisions of this Section 6.2.
(iii) 6.3 The Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies, dividend payment orders proxies and other instruments as the Pledgor may from time to time reasonably request for the purpose of enabling the Pledgor to exercise the voting and other consensual rights which that it is entitled to exercise pursuant to paragraph (i) above Section 6.1 hereof and to receive the dividends, other distributions, principal or interest payments which dividends that it is authorized to receive and retain pursuant to paragraph (ii) aboveSection 6.2 hereof.
(b) After 6.4 Upon the occurrence and only during the continuation continuance of an any Event of Default:
(i) upon written notice from , the Secured Party shall have the right in its sole discretion, and the Pledgor shall execute and deliver all such proxies and other instruments as may be necessary or appropriate to Pledgorgive effect to such right, to terminate all rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights that they it would otherwise be entitled to exercise pursuant to Section 7(a)(i6.1 hereof, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; provided, however, that the Secured Party shall not be deemed to possess or have control over any voting rights with respect to any Collateral unless and until the Secured Party has given written notice to the Pledgor that any further exercise of such voting rights by the Pledgor is prohibited and that the Secured Party and/or its assigns will henceforth exercise such voting rights; and provided, further, that neither the registration of any item of Collateral in the Secured Party's name nor the exercise of any voting rights with respect thereto shall be deemed to constitute a retention by the Secured Party of any such Collateral in satisfaction of the Obligations or any part thereof.
6.5 Upon the occurrence and during the continuance of any Event of Default:
(a) all rights of the Pledgor to receive the dividends that it would otherwise be authorized to receive and retain pursuant to Section 6.2 hereof shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividendsParty, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold such dividends as Pledged Collateral such dividendsCollateral, other distributions and interest payments; and
(iiib) all dividends, principal, interest payments and other distributions which of dividends that are received by the Pledgor contrary to the provisions of paragraph (iia) of this Section 7(b) 6.5 shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of the Pledgor and shall be forthwith be paid over to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsindorsement).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Samples: Pledge Agreement (RTW Inc /Mn/)
Voting Rights; Dividends; Etc. 6(a) Subject to paragraph (ad) So long as no Event of Default shall have occurred and be continuing:
(i) this Section 6, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Shares or any other stock that becomes part of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would could reasonably be expected to have a material adverse effect on the value of the Pledged Collateral or any material part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends .
6(b) Subject to exercise, or the reasons for refraining from exercising, any such right paragraph (it being understood, however, that neither (Ae) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i)6, and no notice of any such voting or consent need be given to Secured Party);
(ii) the Pledgor shall be entitled to receive and receive, retain, and to utilize free and clear of use in any manner not prohibited by the lien of this Agreement, Credit Agreement any and all dividends, other distributions interest and interest dividends paid in respect of the Pledged Collateral; provided, however, that any and allall -------- -------
(Ai) dividends, other distributions and interest dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(Bii) dividends and other distributions paid or payable in cash in respect of any Pledged 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
(Ciii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of of, or in exchange for for, any Pledged Collateral, shall be, and shall be forthwith be delivered to the Secured Party to hold as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of Pledgor the Pledgor, and be forthwith delivered to the Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement or assignment). The Pledgor shall, upon request by the Secured Party, promptly execute all such documents and do all such acts as may be necessary indorsementsor desirable to give effect to the provisions of this Section 6(b); and.
(iii6(c) The Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies, dividend payment orders proxies and other instruments as the Pledgor may from time to time reasonably request for the purpose of enabling the Pledgor to exercise the voting and other consensual rights which that it is entitled to exercise pursuant to paragraph (iSection 6(a) above hereof and to receive the dividends, other distributions, principal or dividends and interest payments which that it is authorized to receive and retain pursuant to paragraph (iiSection 6(b) abovehereof.
(b6(d) After Upon the occurrence and only during the continuation continuance of an any Event of Default:
(i) upon written notice from , the Secured Party shall have the right in its sole discretion, and the Pledgor shall execute and deliver all such proxies and other instruments as may be necessary or appropriate to Pledgorgive effect to such right, to terminate all rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights that they it would otherwise be entitled to exercise pursuant to Section 7(a)(i6(a) hereof, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; provided, however, that the Secured Party shall not be deemed to possess or have control over any voting rights with respect to any Collateral unless and until the Secured Party has given written notice to the Pledgor that any further exercise of such voting rights by the Pledgor is prohibited and that the Secured Party and/or its assigns will henceforth exercise such voting rights; and provided, further, that neither the registration of any item of Collateral in the Secured Party's name nor the exercise of any voting rights with respect thereto shall be deemed to constitute a retention by the Secured Party of any such Collateral in satisfaction of the Obligations or any part thereof.
6(e) Upon the occurrence and during the continuance of any Event of Default:
(i) all rights of the Pledgor to receive the dividends and interest that it would otherwise be authorized to receive and retain pursuant to Section 6(b) hereof shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold such dividends as Pledged Collateral such dividendsCollateral, other distributions and interest payments; and
(iiiii) all dividends, principal, payments of interest payments and other distributions which dividends that are received by the Pledgor contrary to the provisions of paragraph (iii) of this Section 7(b6(e) shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of the Pledgor and shall be forthwith be paid over to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsement).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note AgreementCredit Agreements; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party Collateral Agent shall have notified Pledgor that, in Secured PartyCollateral Agent's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party Collateral Agent at least two five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement Credit Agreements shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement Credit Agreements within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party)Collateral Agent;
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions dividends and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal (other than dividends and interest) or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party Collateral Agent to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured PartyCollateral Agent, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party Collateral Agent as Pledged Collateral in the same form as so received (with all necessary indorsementsendorsements); and
(iii) Secured Party Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party Collateral Agent to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions dividends and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions dividends and interest payments; and
(iii) all dividends, principal, principal and interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured PartyCollateral Agent, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party Collateral Agent as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements).
(c) In order to permit Secured Party Collateral Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party Collateral Agent all such proxies, dividend payment orders orders, powers of attorney, and other instruments instruments, and Pledgor shall take all such further actions, as Secured Party Collateral Agent may from time to time reasonably request request, including without limitation to the extent necessary so that the pledge of any shares of stock of any Foreign Subsidiary is registered (if not already so registered) on the appropriate books and records of the issuer of the applicable Pledged Shares if such registration is required under applicable law in order to permit Collateral Agent to exercise such rights or to receive such dividends and other distributions, and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party Collateral Agent an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Shares or any officer or agent thereof), after upon the occurrence and only during the continuation of an Event of Default and written notice from Collateral Agent to Pledgor and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no The Pledgor shall have the rights described in (i), (ii) and (iii) below until (x) an Event of Default shall have has occurred and be continuingis continuing and (y) the notice requirement in Section 6(c) has been complied with:
(i) Pledgor shall be entitled to exercise any and all voting and and/or other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent consistent with the terms of this Agreement or the Subordinated Note AgreementCredit Documents; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have with the intent of causing a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);effect.
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, retain any and all dividends, other distributions and interest dividends paid in respect of the Pledged Collateral; provided, however, that other than any and all:
(A) dividends, other distributions and interest dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, provided, however, Pledgor may pay or retain non-cash dividends in the form of equipment, goods, and real property interests to the Company or any of its Subsidiaries to the extent such disposition is permitted by Section 5.2(k) of the Credit Agreement,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction return of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shallall of the foregoing described dividends, if any, received by Pledgor, (i) shall be received in trust for the benefit of Secured Party, be the Collateral Agent and segregated from the other property or funds of Pledgor and (ii) shall be forthwith delivered to Secured Party the Collateral Agent as Pledged Collateral in the same form as so received (with all any necessary indorsementsendorsement); and.
(iii) Secured Party The Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders proxies and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph clause (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Regardless of Pledgor's right described in Section 6(a) above to receive and retain certain rights and property, such rights and property nonetheless secure the repayment of the Secured Obligations and are a part of the Pledged Collateral.
(c) Upon the occurrence and only during the continuation continuance of an Event of Default:
(i) upon written Default and notice from Secured Party by the Collateral Agent to Pledgorthe Company that an Event of Default exists and that the Collateral Agent has elected to exercise its rights pursuant to Section 6(a), all rights of Pledgor to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i6(a)(i), and to receive all dividends which it may be entitled to receive under Section 6(a)(ii), and the obligations of the Collateral Agent under Section 6(a)(iii) shall cease, and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements).
(cd) In order to permit Secured Party the Collateral Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii6(c), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxiesagrees that it shall, dividend payment orders and other instruments as Secured Party may from time to time execute and deliver to the Collateral Agent appropriate documents and instruments as the Collateral Agent may reasonably request and (ii) without limiting the effect of the immediately preceding clause (i)request. To this end, Pledgor hereby grants irrevocably constitutes and appoints the Collateral Agent the proxy and attorney-in-fact of Pledgor, with full power of substitution, to Secured Party an irrevocable proxy vote, and to act with respect to, any and all Pledged Collateral standing in the name of Pledgor or with respect to which Pledgor is entitled to vote and act, subject to the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would understanding that such proxy may not be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of exercised unless an Event of Default has occurred and which is continuing. The proxy herein granted is coupled with an interest, is irrevocable, and shall only terminate upon the continue until payment in full in cash of the Secured ObligationsObligations and the termination of the Commitments.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Revolving Credit Agreement or the Subordinated Note Term Loan Agreement; provided, however, that Pledgor shall not exercise or refrain from -------- ------- exercising any such right if Secured Party Collateral Agent shall have notified Pledgor that, in Secured PartyCollateral Agent's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party Collateral -------- ------- Agent at least two five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement, the Revolving Credit Agreement and the Subordinated Note Term Loan Agreement shall be deemed inconsistent with the terms of this Agreement, the Revolving Credit Agreement or the Subordinated Note Term Loan Agreement within the meaning of this Section 7(a)(i8(a)(i), and no notice of any such voting or consent need be given to Secured Party)Collateral Agent;
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions dividends and interest paid in respect of the Pledged Collateral; provided, however, -------- ------- that any and all
(A) dividends, other distributions dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party Collateral Agent to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured PartyCollateral Agent, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party Collateral Agent as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party Collateral Agent to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i8(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who Collateral Agent which shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions dividends and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii8(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who Collateral Agent which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions dividends and interest payments; and
(iii) all dividends, principal, principal and interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b8(b) shall be received in trust for the benefit of Secured PartyCollateral Agent, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party Collateral Agent as Pledged Collateral in the same form as so received (with any necessary indorsements).
(c) In order to permit Secured Party Collateral Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i8(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii8(a)(ii) or Section 7(b)(ii8(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party Collateral Agent an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Shares or any officer or agent thereof), after upon the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Samples: Subsidiary Pledge Agreement (Total Renal Care Holdings Inc)
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders (or by written consent) or with respect to incidental matters at any such meeting, meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Samples: Company Pledge Agreement (FWT Inc)
Voting Rights; Dividends; Etc. (a) 4.1. So long as no Event of Default shall have occurred and be continuing:
(ia) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Agreement; provided, however, that Pledgor no vote shall not exercise be cast or refrain from exercising any such right if Secured Party shall have notified Pledgor thatconsent, in Secured Party's judgment, such waiver or ratification given or action taken which would have a material adverse the effect on of impairing the value position or interest of Investor in respect of the Pledged Collateral or be inconsistent with or violate any part thereof; and providedprovision of this Agreement, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends to exerciseNote Purchase Agreement, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);Transaction Documents.
(iib) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, retain for his own account any and all dividendspayments, dividends and other distributions and interest paid in respect of the Pledged CollateralCollateral to the extent such are permitted under the terms of the Note Purchase Agreement; provided, however, that the following shall be received and held in trust by Pledgor for the benefit of Investor, segregated from the other property or funds of Pledgor and forthwith paid to Investor as Pledged Collateral in the exact form as so received, with any necessary indorsement: any payments, dividends and all
(A) dividends, other distributions and interest in respect of any Pledged Collateral (i) not paid or payable other than in cash in respect ofcash, and any instruments and other property received, receivable received or otherwise distributed in respect of any Pledged Collateral or (ii) paid or payable in cash (A) in connection with a liquidation or dissolution, a reduction of capital, capital surplus or paid in surplus or (B) in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iiic) Secured Party Upon written notice in advance by Pxxxxxx and at the expense of Pledgor, Investor shall promptly execute and deliver (deliver, or cause to be executed and delivered) , to Pledgor all such proxies, dividend payment orders proxies and other instruments in such form and for such purposes as Pledgor may from time to time reasonably request for the purpose of enabling to enable Pledgor to exercise the voting rights set forth in Sections 4.1(a) and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above4.1(b).
(b) After 4.2. Upon the occurrence and only during the continuation continuance of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they Pledgor would otherwise be entitled to exercise pursuant to Section 7(a)(iunder Sections 4.1(a) and 4.1(b) shall automatically cease, and all such rights shall thereupon become vested in Secured Party Investor, who or whose nominee shall thereupon have the sole right to exercise such voting rights and other consensual rights;otherwise act with respect to the Pledged Collateral as if he or she were the outright owner thereof.
4.3. Pledgor shall (iia) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured PartyInvestor, shall be segregated (b) segregate from the other property or funds of Pledgor and shall (c) forthwith be paid over pay to Secured Party Investor as Pledged Collateral in the same exact form as so received (with any necessary indorsementsindorsement).
(c) In order to permit Secured Party to exercise the voting , any and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all payments, rights, dividends and other distributions which it may be entitled that are received by Pledgor as a result of or in relation to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment Collateral not otherwise specified in full of the Secured Obligationsthis Section 4.
Appears in 1 contract
Samples: Stock Pledge Agreement (Antelope Enterprise Holdings LTD)
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Purchase Agreement; provided, however, that Pledgor shall not -------- ------- exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party -------- ------- at least two five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders (or by written consent) or with respect to incidental matters at any such meeting, meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Purchase Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Purchase Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement (but subject to the provisions of the Note Purchase Agreement), any and all dividends, other distributions principal and interest paid in respect of the Pledged Collateral; provided, however, -------- ------- that any and all
(A) dividends, other distributions principal and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged CollateralShares, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions dividends and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions dividends and interest payments; and
(iii) all dividends, principal, principal and interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Shares or any officer or agent thereof), after upon the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So 6.1 As long as no Event of Default (as defined in SECTION 11) shall have occurred and be continuing:
(ia) Pledgor Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or and the Subordinated Note Credit Agreement; providedPROVIDED, howeverHOWEVER, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that each Pledgor shall give Secured Party the Collateral Agent at least two Business Days5 days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, exercise any such right (it being understoodright; PROVIDED, howeverFURTHER, HOWEVER, that neither (Ai) the voting by a Pledgor of any Pledged Shares for for, or a Pledgor's consent to to, the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, meeting nor (Bii) a Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement (including, without limitation, impairing in any material manner the Pledged Collateral or the material rights of any of the Secured Parties), within the meaning of this Section 7(a)(iSECTION 6.1(A), and no notice of any such voting or consent need be given to Secured Party);the Collateral Agent.
(iib) Pledgor The Pledgors shall be entitled to receive and retain, and to utilize free and clear of the lien Lien of this Agreement, any and all dividends, other distributions distributions, principal and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) all dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, equity securities shall be, and shall be forthwith be delivered to Secured Party the Collateral Agent to hold as, Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of Secured Partythe Collateral Agent, be segregated from the other property or funds of Pledgor such Pledgor, and be forthwith delivered to Secured Party the Collateral Agent as Pledged Collateral in the same form as so received (with all any necessary indorsementsendorsement); and.
(iiic) Secured Party shall promptly In order to permit the Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to SECTION 6.1(A) above and to receive the dividends, distributions, principal or interest payments which they are authorized to receive and retain pursuant to SECTION 6.1(B) above, the Collateral Agent shall, if necessary, upon written request of a Pledgor, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such proxies, dividend payment orders and other instruments as such Pledgor may reasonably request.
(d) Upon the occurrence and during the continuance of an Event of Default:
(i) Upon written notice from time the Collateral Agent to time reasonably request for the purpose a Pledgor, all rights of enabling such Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(iSECTION 6.1(A) above shall cease, and all such rights shall thereupon become vested in Secured Party who the Collateral Agent which shall thereupon have the sole right to exercise such voting and other consensual rights;rights during the continuance of such Event of Default.
(ii) Other than amounts to be used by a Pledgor to directly or indirectly make Holdings Ordinary Course Payments permitted to be paid pursuant to Section 6.5 of the Credit Agreement, all rights of a Pledgor to receive the dividends, other distributions distributions, principal and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(iiSECTION 6.1(B) above shall cease, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, distributions, principal and interest payments during the continuance of such Event of Default.
(e) In order to permit the Collateral Agent to receive all dividends and other distributions to which it may be entitled under SECTION 6.1(D) above, to exercise the voting and interest payments; and
(iiiother consensual rights which it may be entitled to exercise pursuant to SECTION 6.1(D) above, and to receive all dividends, principaldistributions, principal and interest payments and other distributions which it may be entitled to receive under SECTION 6.1(B) above, each Pledgor shall, if necessary, upon written notice from the Collateral Agent, from time to time execute and deliver to the Collateral Agent appropriate proxies, dividend payment orders and other instruments as the Collateral Agent may reasonably request.
(f) All dividends, distributions, principal and interest payments which are received by either Pledgor contrary to the provisions of paragraph (iiSECTION 6.1(D) of this Section 7(b) above shall be received in trust for the benefit of Secured Partythe Collateral Agent, shall be segregated from other funds of such Pledgor and shall be forthwith be paid over to Secured Party the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsement).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default Unless and until there shall have occurred and be continuingcontinuing an Event of Default and such Event of Default continues unremedied for a period of 5 days:
(i) Pledgor the Grantor 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 Subordinated Note Agreementpurpose; provided, however, that Pledgor the Grantor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent be prejudicial to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under security created by this Agreement and the Subordinated Note Agreement shall be deemed or otherwise inconsistent with the terms of this Agreement and the other Finance Documents (for the avoidance of doubt, the Grantor shall not (without the prior written consent of the Secured Party, which consent shall not be unreasonably withheld, delayed or the Subordinated Note Agreement within the meaning of this Section 7(a)(i), and no notice of conditioned) be entitled to exercise any such voting powers to effect any amendment or consent need revocation of the Issuer’s constitutional documents if such amendment or revocation would be given materially adverse to the Secured Party);; and
(ii) Pledgor the Grantor shall be entitled to receive and retaindirectly, and to utilize free retain all dividends and clear of the lien of this Agreement, any and all dividends, other distributions and interest (including, but not limited to, cash) paid or distributed by way of dividend or otherwise in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) all dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-capital surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, Shares shall be, and shall be forthwith be delivered to the Secured Party to hold as, Collateral; and provided, further, however, that all other or additional stock or other securities or property paid or distributed in respect of the Pledged Collateral Shares by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar arrangement shall be, and shallshall be forthwith delivered to the Secured Party to hold as, if Collateral. All dividends, distributions or other payments which are received by Pledgor, the Grantor contrary to the provisions of Section 7(a)(ii) shall be received in trust for the benefit of the Secured Party, shall be segregated from the other property or funds of Pledgor the Grantor and shall be forthwith paid over and/or delivered to the Secured Party as Pledged Collateral in the same form as so received (with all any necessary indorsementsendorsement); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After the occurrence If there shall have occurred and only during the continuation of be continuing an Event of DefaultDefault and such Event of Default continues unremedied or unwaived for a period of 5 days:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor the Grantor (1) to exercise or refrain from exercising the voting and other consensual rights that they it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall shall, upon notice to the Grantor by the Secured Party, cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii2) all rights of Pledgor to receive the dividends, dividends and other distributions and interest payments that they it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Secured Party who which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and to hold as Pledged Collateral such dividends, dividends and other distributions and interest payments; anddistributions;
(iiiii) all dividends, principal, interest distributions or other payments and other distributions which are received by Pledgor the Grantor contrary to the provisions of paragraph (ii) of this Section 7(b7(b)(i) shall be received in trust for the benefit of the Secured Party, shall be segregated from other property or funds of Pledgor the Grantor and shall be forthwith be paid over and/or delivered to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsement).; and
(ciii) In order to permit The Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including authorized to send to the Issuer or any officer or agent thereof), after the occurrence and only during the continuation a Notice of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured ObligationsExclusive Control.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by Pledgor of any Pledged Shares Interests for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders members or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares Interests and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares Interests would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares Interests on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Revolving Credit Agreement or the Subordinated Note Term Loan Agreement; provided, however, that Pledgor shall not exercise or refrain from -------- ------- exercising any such right if Secured Party Collateral Agent shall have notified Pledgor that, in Secured PartyCollateral Agent's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party Collateral -------- ------- Agent at least two five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement, the Revolving Credit Agreement and the Subordinated Note Term Loan Agreement shall be deemed inconsistent with the terms of this Agreement, the Revolving Credit Agreement or the Subordinated Note Term Loan Agreement within the meaning of this Section 7(a)(i8(a)(i), and no notice of any such voting or consent need be given to Secured Party)Collateral Agent;
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions dividends and interest paid in respect of the Pledged Collateral; provided, however, -------- ------- that any and all
(A) dividends, other distributions dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-in- surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party Collateral Agent to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured PartyCollateral Agent, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party Collateral Agent as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party Collateral Agent to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i8(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who Collateral Agent which shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions dividends and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii8(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who Collateral Agent which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions dividends and interest payments; and
(iii) all dividends, principal, principal and interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b8(b) shall be received in trust for the benefit of Secured PartyCollateral Agent, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party Collateral Agent as Pledged Collateral in the same form as so received (with any necessary indorsements).
(c) In order to permit Secured Party Collateral Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i8(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii8(a)(ii) or Section 7(b)(ii8(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party Collateral Agent all such proxies, dividend payment orders and other instruments as Secured Party Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party Collateral Agent an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Shares or any officer or agent thereof), after upon the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Samples: Borrower Pledge Agreement (Total Renal Care Holdings Inc)
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated other Note Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being Documents. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's ’s consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, meeting nor (B) Pledgor's ’s consent to or approval of any action otherwise permitted under this Agreement and the Subordinated other Note Agreement Documents shall be deemed inconsistent with the terms of this Agreement or the Subordinated other Note Agreement Documents within the meaning of this Section 7(a)(i8(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest and principal paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,; and
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i8(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii8(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b8(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i8(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii8(a)(ii) or Section 7(b)(ii8(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Shares or any officer or agent thereof), after upon the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.
Appears in 1 contract
Voting Rights; Dividends; Etc. in Respect of the Pledged Interests.
(a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to the Grantor may exercise any and all voting and other consensual rights pertaining to the any Pledged Collateral or any part thereof Interests for any purpose not inconsistent with the terms of this Agreement, the Settlement Agreement or the Subordinated Note Agreementother Settlement Documents; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on (A) the value of Grantor will give the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two five (5) Business Days' prior Days written notice of the manner trimmer in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understoodthat could reasonably be expected to adversely affect in any material respect the value, however, that neither (A) the voting by Pledgor liquidity or marketability of any Pledged Shares for Collateral or Pledgor's consent to the election creation, perfection and priority of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor the Secured Party’s Lien; and (B) Pledgor's consent the Grantor will not exercise or refrain from exercising any such right, as the case may be, if the Secured Party gives the Grantor written notice that, in the Secured Party’s reasonable business judgment, such action (or inaction) could reasonably be expected to adversely affect in any material respect the value, liquidity or approval marketability of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement Collateral or the Subordinated Note Agreement within creation, perfection and priority of the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);’s Lien; and
(ii) Pledgor shall be entitled to the Grantor may receive and retain, and to utilize free and clear of the lien of this Agreement, retain any and all dividends, interest or other distributions and interest paid in respect of the Pledged CollateralInterests to the extent permitted by the Settlement Agreement; provided, however, that any and all
all (A) dividends, other distributions dividends and interest paid or payable other than in cash in respect of, and instruments Instruments and other property received, receivable or otherwise distributed in respect of, of or in exchange for, any Pledged Collateral,
Interests, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-in surplus, and
and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged CollateralInterests, together with any dividend, interest or other distribution or payment which at the time of such payment was not permitted by the Settlement Agreement, shall be, and shall forthwith be delivered to the Secured Party to hold as, as Pledged Collateral Interests and shall, if received by Pledgorthe Grantor, be received in trust for the benefit of the Secured Party, shall be segregated from the other property or funds of Pledgor the Grantor, and shall be forthwith delivered to the Secured Party in the exact form received with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Secured Party as Pledged Collateral in Interests and as further collateral security for the same form as so received (with all necessary indorsements)Secured Obligations; and
(iii) the Secured Party shall promptly will execute and deliver (or cause to be executed and delivered) to Pledgor the Grantor all such proxies, dividend payment orders proxies and other instruments as Pledgor the Grantor may from time to time reasonably request for the purpose of enabling Pledgor the Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7(a)(i) hereof and to receive the dividends, interest and/or other distributions which it is authorized to receive and retain pursuant to Section 7(a)(ii) hereof.
(b) Upon the occurrence and during the continuance of an Event of Default:
(i) all rights of the Gran or to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i) hereof, and to receive the dividends, distributions, interest and other payments that it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) hereof, shall cease, and all such rights shall thereupon become vested in the Secured Party who Party, which shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral Interests such dividends, other distributions and interest payments;
(ii) the Secured Party is authorized to notify each debtor with respect to the Pledged Debt to make payment directly to the Secured Party (or its designee) and may collect any and all moneys due or to become due to the Grantor in respect of the Pledged Debt, and the Grantor hereby authorizes each such debtor to make such payment directly to the Secured Party (or its designee) without any duty of inquiry;
(iii) without limiting the generality of the foregoing, the Secured Party may, at its option, exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Interests as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other adjustment of any Pledged Issuer, or upon the exercise by any Pledged Issuer of any right, privilege or option pertaining to any Pledged Interests, and, in connection therewith, to deposit and deliver any and all of the Pledged Interests with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may reasonably determine; and
(iiiiv) all dividends, principaldistributions, interest payments and other distributions which payments that are received by Pledgor the Grantor contrary to the provisions of paragraph (iiSection 7(b)(i) of this Section 7(b) hereof shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of Pledgor the Grantor, and shall be forthwith be paid over to the Secured Party as Pledged Collateral Interests in the same exact form as so received (with any necessary indorsements).
(c) In order endorsement and/or appropriate stock powers duly executed in blank, to permit be held by the Secured Party to exercise the voting as Pledged Interests and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of further collateral security for the Secured Obligations.
Appears in 1 contract
Samples: Omnibus Claims Settlement Agreement (Imperial Holdings, LLC)
Voting Rights; Dividends; Etc. (a) So long as no Triggering Event of Default shall have occurred and be continuing:
(i) each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note AgreementSenior Secured Loan Documents; provided, however, that such Pledgor shall not exercise or refrain from exercising any such right if Secured Party or Required Creditors shall have notified such Pledgor that, in Secured Party's ’s or Required Creditors’ judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that such Pledgor shall give Secured Party and each Senior Secured Party at least two five Business Days' ’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by such Pledgor of any Pledged Shares for or such Pledgor's ’s consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) such Pledgor's ’s consent to or approval of any action otherwise permitted not prohibited under this Agreement and each of the Subordinated Note Agreement other Senior Secured Loan Documents shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement any Senior Secured Loan Document within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) all dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of such Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies, dividend payment orders and other instruments as such Pledgor may from time to time reasonably request for the purpose of enabling such Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of a Triggering Event (other than an Event Involuntary Proceeding) or upon the occurrence and continuation of Defaultan Involuntary Proceeding for at least 60 consecutive days and during the continuation of such Involuntary Proceeding:
(i) upon written notice from Secured Party to PledgorPledgors, all rights of Pledgor Pledgors to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor Pledgors to receive the dividends, other distributions dividends and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor Pledgors contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor Pledgors and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), each Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Shares or any officer or agent thereof), after upon the occurrence of a Triggering Event (other than an Involuntary Proceeding) or the occurrence and only during the continuation of an Event of Default Involuntary Proceeding for at least 60 consecutive days and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note AgreementCredit Agreements; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party Collateral Agent shall have notified Pledgor that, in Secured PartyCollateral Agent's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party Collateral Agent at least two five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement Credit Agreements shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement Credit Agreements within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party)Collateral Agent;
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions dividends and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal (other than dividends and interest) or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party Collateral Agent to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured PartyCollateral Agent, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party Collateral Agent as Pledged Collateral in the same form as so received (with all necessary indorsementsendorsements); and
(iii) Secured Party Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party Collateral Agent to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions dividends and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions dividends and interest payments; and
(iii) all dividends, principal, principal and interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured PartyCollateral Agent, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party Collateral Agent as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements).
(c) In order to permit Secured Party Collateral Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party Collateral Agent all such proxies, dividend payment orders orders, powers of attorney and other instruments instruments, and Pledgor shall take all such further actions, as Secured Party Collateral Agent may from time to time reasonably request request, including without limitation to the extent necessary so that the pledge of any shares of stock of any Foreign Subsidiary is registered (if not already so registered) on the appropriate books and records of the issuer of the applicable Pledged Shares if such registration is required under applicable law in order to permit Collateral Agent to exercise such rights or to receive such dividends and other distributions, and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party Collateral Agent an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Shares or any officer or agent thereof), after upon the occurrence and only during the continuation of an Event of Default and written notice from Collateral Agent to Pledgor and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement; provided, however, that such Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give thereof or on the rights or remedies of any of the Secured Party at least two Business Days' prior written notice or any of the manner in which it intends to exercise, other Beneficiaries under any of the Loan Documents or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) Senior Note Indenture or on the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i), and no notice ability of any such voting or consent need be given Beneficiaries to Secured Party);exercise the same; and
(ii) each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, retain any and all dividends, other distributions and interest paid in respect of the Pledged Collateral; provided, however, Collateral to the extent and only to the extent that any and all
(A) such dividends, other distributions and interest are permitted by, and otherwise paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect ofaccordance with, or in exchange forthe terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws; provided, however, any noncash dividends, interest, principal or other distributions that would constitute Pledged Collateral,
(B) dividends and other distributions paid , whether resulting from a subdivision, combination or payable in cash in respect reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capitalany part thereof, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption thereof, or as a result of any merger, consolidation, acquisition or in other exchange for any of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shalland, if received by any Pledgor, shall be received held in trust for the benefit of the Secured Party, be segregated from the other property or funds of Pledgor Party and shall be forthwith delivered to the Secured Party as Pledged Collateral in the same form as so received (with all any necessary indorsementsendorsement); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from the Secured Party to Pledgorthe Pledgors, all rights of Pledgor the Pledgors to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; provided that, unless otherwise directed by the Required Lenders, the Secured Party shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such rights;
(ii) except as otherwise provided in the Credit Agreement, all rights of Pledgor the Pledgors to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which that are received by Pledgor the Pledgors contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of Pledgor the Pledgors and shall forthwith be paid over to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements).
(c) In order to permit the Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), each Pledgor hereby grants to the Secured Party an irrevocable proxy to vote the Pledged Shares Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares Equity would be entitled (including, without limitation, giving or withholding written consents of membersholders of Equity Interests, calling special meetings of members holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares Equity on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Equity or any officer or agent thereof), after upon the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations. Notwithstanding anything to the contrary contained in this Section 7, after all Events of Default have been cured or waived and the applicable Pledgor or Pledgors have delivered to the Secured Party a certificate to that effect, the Secured Party shall promptly repay to each Pledgor, without interest and only to the extent not yet applied in accordance with Section 12, all dividends, other distributions and interest payments that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(ii) of this Section 7.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note AgreementNote; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action (a) would reasonably be expected to have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends to exercise, thereof or the reasons for refraining from exercising, any such right (it being understood, however, that neither (Ab) the voting by Pledgor of any Pledged Shares for would violate or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with any of the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party)Note;
(ii) The Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, retain any and all dividends, other distributions dividends and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any such Pledged Collateral,, and
(B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall be forthwith be delivered to the Secured Party to hold as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of the Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsement).
(cb) In order to permit Secured Party Upon the occurrence and during the continuance of an Event of Default:
(i) All rights of the Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it may he would otherwise be entitled to exercise pursuant to Section 7(b)(i7(a)(i) shall, upon notice to the Pledgor by the Secured Party, cease and (y) to receive the dividends and interest payments that he would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Secured Party, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive all and hold as Pledged Collateral such dividends and other distributions which it may be entitled interest payments.
(ii) All dividends and interest payments that are received by the Pledgor contrary to receive under Section 7(a)(ii) or Section 7(b)(ii), the provisions of paragraph (i) Pledgor shall promptly execute and deliver (or cause to be executed and deliveredof this Section 7(b) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without received in trust for the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full benefit of the Secured ObligationsParty, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement).
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, interest and other distributions and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions all dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, interest and other distributions and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, interest and other distributions and interest paymentsdistributions; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Shares or any officer or agent thereof), after upon the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Samples: Company Pledge Agreement (Players International Inc /Nv/)
Voting Rights; Dividends; Etc. 6(a) Subject to paragraph (ad) So long as no Event of Default shall have occurred and be continuing:
(i) this Section 6, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Shares or any other stock that becomes part of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would could reasonably be expected to have a material adverse effect on the value of the Pledged Collateral or any material part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends .
6(b) Subject to exercise, or the reasons for refraining from exercising, any such right paragraph (it being understood, however, that neither (Ae) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i)6, and no notice of any such voting or consent need be given to Secured Party);
(ii) the Pledgor shall be entitled to receive and receive, retain, and to utilize free and clear of use in any manner not prohibited by the lien of this Agreement, Credit Agreement any and all dividends, other distributions and interest dividends paid in respect of the Pledged Collateral; provided, however, that any and all
(Ai) dividends, other distributions and interest dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable receivable, or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(Bii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus surplus, or paid-in-surplus, and
(Ciii) cash paid, payable payable, or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged Collateral, shall be, and shall be forthwith be delivered to the Secured Party to hold as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of Pledgor the Pledgor, and be forthwith delivered to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsement or assignment). The Pledgor shall, upon request by the Secured Party, promptly execute all such documents and do all such acts as may be necessary indorsementsor desirable to give effect to the provisions of this Section 6(b); and.
(iii6(c) The Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies, dividend payment orders proxies and other instruments as the Pledgor may from time to time reasonably request requests for the purpose of enabling the Pledgor to exercise the voting and other consensual rights which that it is entitled to exercise pursuant to paragraph (iSection 6(a) above and to receive the dividends, other distributions, principal or interest payments which dividends that it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements6(b).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's reasonable judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions dividends and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions dividends and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions dividends and interest payments; and
(iii) all dividends, principal, principal and interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, including giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Shares or any officer or agent thereof), after upon and only upon the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So 6.1 As long as no Event of Default (as defined in Section 11) shall have occurred and be continuing:
(ia) Pledgor Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or and the Subordinated Note Credit Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that each Pledgor shall give Secured Party the Collateral Agent at least two Business Days5 days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, exercise any such right (it being understoodright; provided, further, however, that neither (Ai) the voting by a Pledgor of any Pledged Shares for for, or a Pledgor's consent to to, the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, meeting nor (Bii) a Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement (including, without limitation, impairing in any material manner the Pledged Collateral or the material rights of any of the Secured Parties), within the meaning of this Section 7(a)(i6.1(a), and no notice of any such voting or consent need be given to Secured Party);the Collateral Agent.
(iib) Pledgor The Pledgors shall be entitled to receive and retain, and to utilize free and clear of the lien Lien of this Agreement, any and all dividends, other distributions distributions, principal and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) all dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, equity securities shall be, and shall be forthwith be delivered to Secured Party the Collateral Agent to hold as, Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of Secured Partythe Collateral Agent, be segregated from the other property or funds of Pledgor such Pledgor, and be forthwith delivered to Secured Party the Collateral Agent as Pledged Collateral in the same form as so received (with all any necessary indorsementsendorsement); and.
(iiic) Secured Party shall promptly In order to permit the Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 6.1(a) above and to receive the dividends, distributions, principal or interest payments which they are authorized to receive and retain pursuant to Section 6.1(b) above, the Collateral Agent shall, if necessary, upon written request of a Pledgor, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such proxies, dividend payment orders and other instruments as such Pledgor may reasonably request.
(d) Upon the occurrence and during the continuance of an Event of Default:
(i) Upon written notice from time the Collateral Agent to time reasonably request for the purpose a Pledgor, all rights of enabling such Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 7(a)(i6.1(a) above shall cease, and all such rights shall thereupon become vested in Secured Party who the Collateral Agent which shall thereupon have the sole right to exercise such voting and other consensual rights;rights during the continuance of such Event of Default.
(ii) Other than amounts to be used by a Pledgor to directly or indirectly make Holdings Ordinary Course Payments permitted to be paid pursuant to Section 6.5 of the Credit Agreement, all rights of a Pledgor to receive the dividends, other distributions distributions, principal and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii6.1(b) above shall cease, cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, distributions, principal and interest payments during the continuance of such Event of Default.
(e) In order to permit the Collateral Agent to receive all dividends and other distributions to which it may be entitled under Section 6.1(d) above, to exercise the voting and interest payments; and
(iiiother consensual rights which it may be entitled to exercise pursuant to Section 6.1(d) above, and to receive all dividends, principaldistributions, principal and interest payments and other distributions which it may be entitled to receive under Section 6.1(b) above, each Pledgor shall, if necessary, upon written notice from the Collateral Agent, from time to time execute and deliver to the Collateral Agent appropriate proxies, dividend payment orders and other instruments as the Collateral Agent may reasonably request.
(f) All dividends, distributions, principal and interest payments which are received by either Pledgor contrary to the provisions of paragraph (iiSection 6.1(d) of this Section 7(b) above shall be received in trust for the benefit of Secured Partythe Collateral Agent, shall be segregated from other funds of such Pledgor and shall be forthwith be paid over to Secured Party the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsement).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting Rights; Dividends; Etc. 6(a) Subject to paragraph (ad) So long as no Event of Default shall have occurred and be continuing:
(i) this Section 6, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Member Interests or any other stock that becomes part of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note Credit Agreement; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would could reasonably be expected to have a material adverse effect on the value of the Pledged Collateral or any material part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends .
6(b) Subject to exercise, or the reasons for refraining from exercising, any such right paragraph (it being understood, however, that neither (Ae) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i)6, and no notice of any such voting or consent need be given to Secured Party);
(ii) the Pledgor shall be entitled to receive and receive, retain, and to utilize free and clear of use in any manner not prohibited by the lien of this Agreement, Credit Agreement any and all dividends, other distributions and interest dividends paid in respect of the Pledged Collateral; provided, however, that any and all
(Ai) dividends, other distributions and interest dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(Bii) dividends and other distributions paid or payable in cash in respect of any Pledged 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
(Ciii) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged Collateral, shall be, and shall be forthwith be delivered to the Secured Party to hold as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of Pledgor the Pledgor, and be forthwith delivered to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsement or assignment). The Pledgor shall, upon request by the Secured Party, promptly execute all such documents and do all such acts as may be necessary indorsements); andor desirable to give effect to the provisions of this Section 6.
(iii6(c) The Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies, dividend payment orders proxies and other instruments as the Pledgor may from time to time reasonably request for the purpose of enabling the Pledgor to exercise the voting and other consensual rights which that it is entitled to exercise pursuant to paragraph (i) above Section 6 hereof and to receive the dividends, other distributions, principal or interest payments which dividends that it is authorized to receive and retain pursuant to paragraph (ii) aboveSection 6 hereof.
(b6(d) After Upon the occurrence and only during the continuation continuance of an any Event of Default:
(i) upon written notice from , the Secured Party shall have the right in its sole discretion, and the Pledgor shall execute and deliver all such proxies and other instruments as may be necessary or appropriate to Pledgorgive effect to such right, to terminate all rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights that they it would otherwise be entitled to exercise pursuant to Section 7(a)(i6 hereof, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; provided, however, that the Secured Party shall not be deemed to possess or have control over any voting rights with respect to any Collateral unless and until the Secured Party has given written notice to the Pledgor that any further exercise of such voting rights by the Pledgor is prohibited and that the Secured Party and/or its assigns will henceforth exercise such voting rights; and provided, further, that neither the registration of any item of Collateral in the Secured Party’s name nor the exercise of any voting rights with respect thereto shall be deemed to constitute a retention by the Secured Party of any such Collateral in satisfaction of the Obligations or any part thereof.
6(e) Upon the occurrence and during the continuance of any Event of Default:
(i) all rights of the Pledgor to receive the dividends that it would otherwise be authorized to receive and retain pursuant to Section 6 hereof shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold such dividends as Pledged Collateral such dividendsCollateral, other distributions and interest payments; and
(iiiii) all dividends, principal, interest payments and other distributions which of dividends that are received by the Pledgor contrary to the provisions of paragraph (iii) of this Section 7(b) 6 shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of the Pledgor and shall be forthwith be paid over to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsindorsement).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Samples: Pledge Agreement (Electromed, Inc.)
Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) The Pledgor 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 Subordinated Note Credit Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least two Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Subordinated Note Agreement shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) The Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest dividends paid in respect of the Pledged Collateral; provided, however, however that any and all
(A) dividends, other distributions and interest all dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to the Secured Party to hold as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to the Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsementsendorsements); and
(iii) The Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies, dividend payment orders and other instruments as the Pledgor may from time to time reasonably request for the purpose of enabling the Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, and other distributions, principal or interest payments distributions which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of an Event of Default:
(i) upon written notice from the Secured Party to the Pledgor, all rights of the Pledgor to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of the Pledgor to receive the dividends, dividend and other distributions and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, dividends and other distributions and interest payments; anddistributions;
(iii) all dividends, principal, interest payments dividends and other distributions which are received by the Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of the Pledgor and shall forthwith be paid over to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements); and
(iv) the Secured Party may, at its discretion, transfer the Pledged Collateral to itself, or to its nominee.
(c) In order to permit the Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof), after the occurrence and only during the continuation of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligationsrequest.
Appears in 1 contract
Samples: Pledge Agreement (Epresence Inc)
Voting Rights; Dividends; Etc. (a) So long as no Triggering Event of Default shall have occurred and be continuing:
(i) each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Subordinated Note AgreementSenior Secured Loan Documents; provided, however, that such Pledgor shall not exercise or refrain from exercising any such right if Secured Party or Required Creditors shall have notified such Pledgor that, in Secured Party's or Required Creditors' judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that such Pledgor shall give Secured Party and each Senior Secured Party at least two five Business Days' Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by such Pledgor of any Pledged Shares for or such Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) such Pledgor's consent to or approval of any action otherwise permitted not prohibited under this Agreement and each of the Subordinated Note Agreement other Senior Secured Loan Documents shall be deemed inconsistent with the terms of this Agreement or the Subordinated Note Agreement any Senior Secured Loan Document within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party);
(ii) each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(A) all dividends, other distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of such Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsementsendorsements); and
(iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies, dividend payment orders and other instruments as such Pledgor may from time to time reasonably request for the purpose of enabling such Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) After Upon the occurrence and only during the continuation of a Triggering Event (other than an Event Involuntary Proceeding) or upon the occurrence and continuation of Defaultan Involuntary Proceeding for at least 60 consecutive days and during the continuation of such Involuntary Proceeding:
(i) upon written notice from Secured Party to PledgorPledgors, all rights of Pledgor Pledgors to exercise the voting and other consensual rights that they which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;
(ii) all rights of Pledgor Pledgors to receive the dividends, other distributions dividends and interest payments that they which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and
(iii) all dividends, principal, interest payments and other distributions which are received by Pledgor Pledgors contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor Pledgors and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements).
(c) In order to permit Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), each Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of membersshareholders, calling special meetings of members shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the Issuerissuer thereof) by any other Person (including the Issuer issuer of the Pledged Shares or any officer or agent thereof), after upon the occurrence of a Triggering Event (other than an Involuntary Proceeding) or the occurrence and only during the continuation of an Event of Default Involuntary Proceeding for at least 60 consecutive days and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
