Voting Rights; Dividends; Etc. (i) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, shall have occurred and be continuing; (a) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. (b) Pledgor shall be entitled to receive and retain any and all dividends paid in respect of the Collateral; provided, however, that any and all (1) 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 Collateral, (2) dividends and other distributions paid or payable in cash in respect of any 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 (3) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to Lender to hold as, Collateral, and shall, if received by Pledgor, be received in trust for the benefit of Lender, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Lender as Collateral in the same form as so received (with any necessary endorsement). (c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above. (ii) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default: (a) All rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (i) shall cease, and all such rights shall thereupon become vested in Lender who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments. (b) All dividends and interest payments which are received by Pledgor contrary to the provisions of subparagraph (a) of this Paragraph (ii) shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender as Collateral in the same form as so received (with any necessary endorsement or instrument of transfer).
Appears in 1 contract
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) Default or event which, with the giving of notice or the passage lapse of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) Pledgor The Borrower shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such rightLoan.
(bii) Pledgor The Borrower shall be entitled to receive and retain any and all dividends paid in respect of the Collateral; provided, however, PROVIDED that any and all
(1A) dividends (including, but not limited to, stock 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 Collateralof the Collateral for any reason, including, but not limited to, any change in the number or kind of outstanding shares of any securities of any issuer of any of the Pledged Shares, or any successor to any such issuer, by reason of any recapitalization, merger, consolidation, reorganization, separation, liquidation, stock split, stock dividend, combination of shares, or other similar corporate event,
(2B) dividends and other distributions paid or payable in cash in respect of any of the 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
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any of the Collateral, shall be, and shall be forthwith delivered to Lender Compaq on behalf of Compaq, as applicable, to hold as, Collateral, as Collateral and shall, if received by Pledgorthe Borrower, be received in trust for the benefit of LenderCompaq, be segregated from the other property or funds of Pledgorthe Borrower, and be forthwith delivered to Lender Compaq as Collateral in the same form as so received (with any necessary endorsementindorsement or assignment).
(ciii) Lender Compaq shall execute and deliver (or cause to be executed and delivered) delivered to Pledgor the Borrower all such proxies and other instruments as Pledgor the Borrower may reasonable reasonably request for the purpose of enabling Pledgor the Borrower to exercise the voting and other rights which it the Borrower is entitled to exercise pursuant to paragraph (aSection 11(a)(i) above and to receive the dividends or interest payments which it the Borrower is authorized to receive and retain pursuant to paragraph (b) aboveSection 11(a)(ii).
(iib) Upon the occurrence and during the continuance of any "an Event of Default" (as defined in Paragraph 8 hereof) Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All rights of Pledgor the Borrower (A) to exercise or refrain from exercising the voting and other consensual rights which it the Borrower would otherwise be entitled to exercise pursuant to Paragraph Section 11
(a) (i) shall, upon notice to the Borrower by Compaq, cease and (B) to receive the dividends and interest payments which it the Borrower would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 7(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in Lender who Compaq which shall 6 thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Collateral such dividends and interest paymentsdividends.
(bii) All dividends and interest payments which are received by Pledgor the Borrower contrary to the provisions of subparagraph (a) of this Paragraph (iiSection 11(b)(i) shall be received in trust for the benefit of LenderCompaq, shall be segregated from other property and funds of Pledgor the Borrower and shall be forthwith paid over to Lender Compaq as Collateral in the same form as so received (with any necessary endorsement or instrument of transferindorsement).
Appears in 1 contract
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" Default (as defined in Paragraph 8 hereofthe Loan Agreement) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, shall have occurred and be continuing;occurred:
(ai) the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, or the Loan Agreement and or the NoteOption; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right, or shall exercise such right in such manner as the Pledgee may direct, if, in Lender's reasonable judgementthe Pledgee’s judgment, such action would have a material an adverse effect on the value of the Collateral Pledged Shares or any part thereof; and, and provided, further, that the Pledgor shall give Lender the Pledgee at least five (5) days' prior express ’ written notice in advance of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.;
(bii) the Pledgor shall be entitled to receive and retain any and all dividends paid in respect of the Collateral; Pledged Shares, provided, however, that any and all
all (1A) 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 Collateral,
Pledged Shares, and (2B) dividends and other distributions paid or payable in cash in respect of any Collateral Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(3) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to Lender the Pledgee to hold as, Collateral, part of the pledged collateral hereunder and shall, if received by the Pledgor, be received in trust for the benefit of Lenderthe Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to Lender the Pledgee as Collateral part of the pledged collateral hereunder in the same form as so received (with any necessary endorsementindorsement).;
(ciii) Lender the Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonable reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (ai) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (bii) above.
(iib) Upon the occurrence and during the continuance of any "an Event of Default" Default (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:Loan Agreement):
(ai) All all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (iClause 6(a)(i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (iClause 6(a)(ii) shall cease, and all such rights shall thereupon become vested in Lender who the Pledgee which shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral Pledged Shares such dividends and interest payments.dividends;
(bii) All all dividends and interest payments which are received by the Pledgor contrary to the provisions of subparagraph paragraph (ai) of this Paragraph (iiClause 6(b) shall be received in trust for the benefit of Lenderthe Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to Lender the Pledgee as Collateral Pledged Shares in the same form as so received (with any necessary endorsement or instrument of transferindorsement).
Appears in 1 contract
Samples: Pledge of Shares (The9 LTD)
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) 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 Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if, in Lenderthe Pledgee's reasonable judgementjudgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; , and, provided, further, that the Pledgor shall give Lender the Pledgee at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) The Pledgor shall be entitled to may receive and retain any distributions, dividends and all dividends interest paid in respect of the Pledged Collateral; provided. Upon the occurrence and during the continuance of an Event of Default, however, that any and all:
(1A) dividends dividends, 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,
, (2B) 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
and (3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to Lender to hold asthe Pledgee and, at the discretion of the Pledgee, applied against the Obligations or held as Pledged Collateral, and shall, if . If any such item is received by the Pledgor, it shall be received in trust for the benefit of Lenderthe Pledgee, be segregated from the other property or funds of the Pledgor, and shall be forthwith delivered to Lender the Pledgee (or its designated Agent) as Pledged Collateral in the same form as so received (with any necessary endorsement).
(ciii) Lender The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonable reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (bi) above.
(iib) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 5.02(a)(i) shall cease, and all such rights shall thereupon become vested in Lender the Pledgee, who shall 6 thereupon have the sole right to exercise such voting and other consensual rights rights; provided, however, that the Pledgee, in its sole discretion from time to time, may refrain from exercising, and shall not be obligated to receive and hold as Collateral exercise any such dividends and interest payments.voting or consensual rights; and
(bii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of subparagraph paragraph (aii) of this Paragraph (iiSection 5.02(a) shall be received in trust for the benefit of Lenderthe Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to Lender the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferendorsement).
Appears in 1 contract
Samples: Pledge Agreement (Celcor Inc)
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) 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 in violation of the terms of this Pledge of Stock Agreement, Agreement or the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereofCredit Documents; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) Pledgor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends dividends, other distributions and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(1A) dividends and other distributions 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,
(2B) 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
(3C) cash paid, payable or otherwise distributed in respect redemption of principal of, or in redemption of, or in exchange for, for any Pledged Collateral, in each case shall be, and shall forthwith be forthwith delivered to Lender Collateral Agent to hold as, Collateral, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of LenderCollateral Agent, be segregated from the other property or funds of Pledgor, Pledgor DHC Stock Pledge Agreement and be forthwith delivered to Lender Collateral Agent as Pledged Collateral in the same form as so received (with any all necessary endorsementendorsements). Notwithstanding the foregoing, the parties hereto acknowledge that the Credit Agreements contain restrictions on the payment of dividends and distributions on the Pledged Collateral, none of which restrictions are waived or otherwise prejudiced hereby.
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon the occurrence and during the continuance continuation of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All upon written notice from Collateral Agent to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which that it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 7(a)(i) shall cease, and all such rights shall thereupon become vested in Lender Collateral Agent who shall 6 thereupon have the sole right to exercise such voting and other consensual rights until such time as Collateral Agent shall notify Pledgor that Pledgor may exercise such rights again pursuant to Section 7(a)(i);
(ii) except as otherwise provided in the Credit Documents, upon written notice from Collateral Agent to Pledgor all rights of Pledgor to receive the dividends and other distributions that 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 Collateral Agent who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments.other distributions until such time as Collateral Agent shall notify Pledgor that Pledgor may exercise such rights again pursuant to Section 7(a)(ii); and
(biii) All all dividends and interest payments which other distributions that are received by Pledgor contrary to the provisions of subparagraph paragraph (aii) of this Paragraph (iiSection 7(b) shall be received in trust for the benefit of LenderCollateral Agent, shall be segregated from other funds of Pledgor and shall forthwith be forthwith paid over to Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferendorsements).
Appears in 1 contract
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) Pledgor Each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral Investment Property of such Grantor or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, the Loan Agreement and the Noteor any other Unit Purchase Document; provided, however, that Pledgor such Grantor shall not exercise or refrain from exercising any such right right, if, in Lender's reasonable judgementthe Administrative Agent’s judgment, such action would have a material adverse effect on the value of the Collateral Investment Property or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) Pledgor Each Grantor shall be entitled to receive and retain any and all dividends dividends, interest and other distributions paid in respect of the CollateralInvestment Property of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of this Agreement or any of the other Unit Purchase Documents; provided, however, that any and all
(1A) dividends dividends, interest and other distributions 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 CollateralInvestment Property,
(2B) dividends and other distributions paid or payable in cash in respect of any Collateral Investment Property 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
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, Investment Property shall be, and shall be forthwith delivered to Lender the Administrative Agent to hold as, Collateral, Collateral and shall, if received by Pledgorsuch Grantor, be received in trust for the benefit of Lenderthe Administrative Agent and the other Secured Parties, be segregated from the other property or funds of Pledgorsuch Grantor, and be forthwith delivered to Lender as Collateral in the same form as so received (with any necessary endorsement).
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(a) All rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (i) shall cease, and all such rights shall thereupon become vested in Lender who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments.
(b) All dividends and interest payments which are received by Pledgor contrary to the provisions of subparagraph (a) of this Paragraph (ii) shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender Administrative Agent as Collateral in the same form as so received (with any necessary endorsement or instrument of transferassignment).
(iii) The Administrative Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) If an Event of Default shall have occurred and be continuing:
(i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 6.03(a)(i) shall, upon notice to such Grantor by the Administrative Agent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 6.03(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Collateral such dividends, interest and other distributions.
(ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 6.03(b) shall be received in trust for the benefit of the Administrative Agent and the other Secured Parties, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent as Collateral in the same form as so received (with any necessary endorsement or assignment).
(c) The Administrative Agent shall have the right at any time to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends, interest and other distributions which it may be entitled to receive hereunder, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein.
(d) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default or Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends, distributions or other payments with respect to the Investment Property directly to the Administrative Agent.
(e) If an Event of Default shall have occurred and be continuing, the Administrative Agent shall be authorized to send to each securities intermediary, commodity intermediary, bank or Issuer of an uncertificated security that is party to a Control Agreement, a Notice of Exclusive Control as defined in and under such Control Agreement (or any comparable notice permitted under such Control Agreement).
Appears in 1 contract
Samples: Second Lien Security Agreement (USA Synthetic Fuel Corp)
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) Default or event which, with the giving of notice or the passage lapse of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) Pledgor The Borrower shall be entitled to exercise or retrain from a exercising 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 Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such rightCredit Agreement.
(bii) Pledgor The Borrower shall be entitled to receive and retain any and all dividends paid in respect of the Pledged Collateral; provided, however, provided -------- that any and all
(1A) dividends (including, but not limited to, stock 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 Collateralof the Pledged Collateral for any reason, including, but not limited to, any change in the number or kind of outstanding shares of any securities of any issuer of any of the Pledged Shares, or any successor to any such issuer, by reason of any recapitalization, merger, consolidation, reorganization, separation, liquidation, stock split, stock dividend, combination of shares or other similar corporate event,
(2B) dividends and other distributions paid or payable in cash in respect of any of the 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
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any of the Pledged Collateral, shall be, and shall be forthwith delivered to Lender the Bank to hold as, Collateral, Pledged Collateral and shall, if received by Pledgorthe Borrower, be received in trust for the benefit of Lenderthe Bank, be segregated from the other property or funds of Pledgorthe Borrower, and be forthwith delivered to Lender the Bank as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement or assignment).
(ciii) Lender The Bank shall execute and deliver (or cause to be executed and delivered) to Pledgor the Borrower all such proxies and other instruments as Pledgor the Borrower may reasonable reasonably request for the purpose of enabling Pledgor the Borrower to exercise the voting and other rights which it the Borrower is entitled to exercise pursuant to paragraph (aSection 7(a)(i) above and to receive the dividends or interest payments which it the Borrower is authorized to receive and retain pursuant to paragraph (b) aboveSection 7(a)(ii).
(iib) Upon the occurrence and during the continuance of any "an Event of Default" (as defined in Paragraph 8 hereof) Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All rights of Pledgor the Borrower (A) to exercise or retrain from exercising the voting and other consensual rights which it the Borrower would otherwise be entitled to exercise pursuant to Paragraph Section 7(a)(i) shall, upon notice to the Borrower by the Bank, cease and (ib) and to receive the dividends and interest payments which it the Borrower would otherwise be authorized to receive and retain pursuant to Paragraph Section 7(a) (iii) shall automatically cease, and all such rights shall thereupon become vested in Lender who the Bank which shall 6 thereupon have the sole right to exercise or retrain from exercising such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest paymentsdividends.
(bii) All dividends and interest payments which are received by Pledgor the Borrower contrary to the provisions of subparagraph (a) of this Paragraph (iiSection 7(b)(i) shall be received in trust for the benefit of Lenderthe Bank, shall be segregated from other property and funds of Pledgor the Borrower and shall be forthwith paid over to Lender the Bank as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferindorsement).
Appears in 1 contract
Samples: Pledge Agreement (Wyly Samuel Evans)
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) Default or event which, with the giving of notice or the passage lapse of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) 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 Pledge of Stock Agreement or the Credit Agreement, the Loan Agreement and the Note; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if, in Lender's the Agent’s reasonable judgementjudgment, 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 Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid in respect of the Pledged Collateral; , provided, however, that any and all
(1A) 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,
(2B) 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
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered delivered, less the taxes, if any, estimated by the Pledgor to Lender be payable by the Pledgor in respect of such distribution (in the event that any amount of any such distribution shall be withheld by the Pledgor in respect of taxes, the Pledgor shall deliver forthwith to the Agent a certificate of an officer of the Pledgor as to the “circumstances giving rise to such taxes and their computation), to the Agent to hold as, Collateral, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of Lenderthe Agent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to Lender the Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).
(ciii) Lender The Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonable reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (ai) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (bii) above.
(iib) Upon the occurrence and during the continuance of any "an Event of Default" (as defined in Paragraph 8 hereof) Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (iSection 6(a)(i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 6(a)(ii) shall cease, and all such rights shall thereupon become vested in Lender the Agent who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments, subject to compliance with applicable state and federal banking regulations.
(bii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of subparagraph paragraph (ai) of this Paragraph (iiSection 6(b) shall be received in trust for the benefit of Lenderthe Agent, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to Lender the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferindorsement).
Appears in 1 contract
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" Default (as defined in Paragraph 8 hereofhereinafter defined) or event which, with the giving of notice or the passage lapse of time, or both, would become an Event of Default, shall have occurred and be continuing;occurred:
(ai) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement or the Credit Agreement, the Loan Agreement and the Note; provided, however, that the Pledgor shall not exercise or nor shall it refrain from exercising any such right if, in Lender's reasonable judgement, if such action would could have a material adverse effect Material Adverse Effect (as defined in the Credit Agreement) on the value of the Pledged Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid in respect of the Pledged Collateral; provided, provided however, that any and all
(1) a. 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,
(2) 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
(3) c. cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall bebe Pledged Collateral, and shall be forthwith delivered to Lender the Administrative Agent to hold as, Collateral, as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of Lenderthe Administrative Agent and the other Lenders, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to Lender the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).
(ciii) Lender The Pledgor shall execute and deliver (or cause to be executed and delivered) to Pledgor the Administrative Agent all such proxies and other instruments as Pledgor the Administrative Agent may reasonable request for the purpose of enabling Pledgor the Administrative Agent to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (aSection 6(a)(i) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (bSection 6(a)(ii) above.
(iib) Upon the occurrence and during the continuance of any "an Event of Default" Default (as defined in Paragraph 8 hereofhereinafter defined) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (iSection 6(a)(i) and to receive the dividends and dividends, interest payments and distributions which it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 6(a)(ii) shall cease, and all such rights shall thereupon become vested in Lender who the Administrative Agent which shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends dividends, interest payments and interest payments.distributions; and
(bii) All dividends and dividends, interest payments and distributions which are received by the Pledgor contrary to the provisions of subparagraph paragraph (ai) of this Paragraph (iiSection 6(b) shall be received in trust for the benefit of Lenderthe Administrative Agent and the other Lenders, shall be segregated from other funds and property of the Pledgor and shall be forthwith paid and transferred over to Lender the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferendorsements).
Appears in 1 contract
Voting Rights; Dividends; Etc. (ia) So long as no "Default under Section 6.01(a) or (f) of the Credit Agreement or Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) Pledgor Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Grantor or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, Agreement or the other Loan Agreement and the NoteDocuments; provided, however, that Pledgor no Grantor shall not exercise or refrain from exercising any such right if, in Lenderthe Collateral Agent's reasonable judgementjudgment, such action would have a material adverse effect on the value of the Security Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) Pledgor Each Grantor shall be entitled to receive and retain retain, and use and commingle with its own funds free and clear of the Liens imposed under this Agreement, any and all dividends dividends, interest paid and other distributions in respect of the CollateralSecurity Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Loan Documents; provided, however, that any and all
(1A) 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 Security Collateral,
(2B) dividends and other distributions paid or payable in cash in respect of any Security 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,
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Security Collateral, and
(D) cash dividends paid or payable in violation of the terms of the Credit Agreement, shall be, and shall be forthwith delivered to Lender the Collateral Agent to hold as, Collateral, Security Collateral and shall, if received by Pledgorany Grantor, be received in trust for the benefit of Lenderthe Collateral Agent, be segregated from the other property or funds of Pledgor, such Grantor and be forthwith delivered to Lender the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement).
(ciii) Lender The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to Pledgor each Grantor all such proxies and other instruments as Pledgor such Grantor may reasonable reasonably request for the purpose of enabling Pledgor such Grantor to exercise the voting and other rights which that it is entitled to exercise pursuant to paragraph (ai) above and to receive the dividends or interest payments which that it is authorized to receive and retain pursuant to paragraph (bii) above.. 17
(iib) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereofDefault under Section 6.01(a) or an event which, with (f) of the giving of notice Credit Agreement or the lapse of time, or both, would become an Event of Default:
(ai) All rights of Pledgor each Grantor (A) to exercise or refrain from exercising the voting and other consensual rights which that it would otherwise be entitled to exercise pursuant to Paragraph Section 14(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease, and (iB) and to receive the dividends dividends, interest and interest payments which other distributions that it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in Lender who the Collateral Agent, which shall 6 thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends dividends, interest and interest paymentsother distributions.
(bii) All dividends dividends, interest and interest payments which other distributions that are received by Pledgor any Grantor contrary to the provisions of subparagraph paragraph (ai) of this Paragraph (iiSection 14(b) shall be received in trust for the benefit of Lenderthe Collateral Agent, shall be segregated from other funds of Pledgor such Grantor and shall be forthwith paid over to Lender the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsement or instrument of transferindorsement).
Appears in 1 contract
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) Pledgor Each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral Investment Property of such Grantor or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, the Loan Agreement and the Noteor any other Note Purchase Document; provided, however, that Pledgor such Grantor shall not exercise or refrain from exercising any such right right, if, in Lender's reasonable judgementthe Administrative Agent’s judgment, such action would have a material adverse effect on the value of the Collateral Investment Property or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) Pledgor Each Grantor shall be entitled to receive and retain any and all dividends dividends, interest and other distributions paid in respect of the CollateralInvestment Property of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of this Agreement or any of the other Note Purchase Documents; provided, however, that any and all
(1A) dividends dividends, interest and other distributions 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 CollateralInvestment Property,
(2B) dividends and other distributions paid or payable in cash in respect of any Collateral Investment Property 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
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, Investment Property shall be, and shall be forthwith delivered to Lender the Administrative Agent to hold as, Collateral, Collateral and shall, if received by Pledgorsuch Grantor, be received in trust for the benefit of Lenderthe Administrative Agent and the other Secured Parties, be segregated from the other property or funds of Pledgorsuch Grantor, and be forthwith delivered to Lender as Collateral in the same form as so received (with any necessary endorsement).
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(a) All rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (i) shall cease, and all such rights shall thereupon become vested in Lender who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments.
(b) All dividends and interest payments which are received by Pledgor contrary to the provisions of subparagraph (a) of this Paragraph (ii) shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender Administrative Agent as Collateral in the same form as so received (with any necessary endorsement or instrument of transferassignment).
(iii) The Administrative Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) If an Event of Default shall have occurred and be continuing:
(i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 6.03(a)(i) shall, upon notice to such Grantor by the Administrative Agent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 6.03(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Collateral such dividends, interest and other distributions.
(ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 6.03(b) shall be received in trust for the benefit of the Administrative Agent and the other Secured Parties, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent as Collateral in the same form as so received (with any necessary endorsement or assignment).
(c) The Administrative Agent shall have the right at any time to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends, interest and other distributions which it may be entitled to receive hereunder, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein.
(d) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default or Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends, distributions or other payments with respect to the Investment Property directly to the Administrative Agent.
(e) If an Event of Default shall have occurred and be continuing, the Administrative Agent shall be authorized to send to each securities intermediary, commodity intermediary, bank or Issuer of an uncertificated security that is party to a Control Agreement, a Notice of Exclusive Control as defined in and under such Control Agreement (or any comparable notice permitted under such Control Agreement).
Appears in 1 contract
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" Default (as defined in Paragraph 8 hereofbelow) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, shall have occurred and be continuing;:
(ai) 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 Pledge of Stock Agreement or the Credit Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right ifif Collateral Agent shall have notified Pledgor that, in LenderCollateral Agent's reasonable judgementjudgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and, and provided, further, that Pledgor shall give Lender Collateral Agent at least five (5) daysBusiness Days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such 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 nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 8(a)(i), and no notice of any such voting or consent need be given to Collateral Agent.
(bii) Pledgor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged Collateral; provided, however, that any and all
(1A) 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,
(2B) 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
(3C) 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 forthwith be forthwith delivered to Lender Collateral Agent to hold as, Collateral, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of LenderCollateral Agent, be segregated from the other property or funds of Pledgor, Pledgor and be forthwith delivered to Lender Collateral Agent as Pledged Collateral in the same form as so received (with any all necessary endorsementendorsements).
(ciii) Lender Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies proxies, dividend payment orders and other instruments as Pledgor may reasonable 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 (ai) above and to receive the dividends dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (bii) above.
(iib) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All Upon written notice from Collateral Agent to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph Section 8(a)(i) shall cease, and all such rights shall thereupon become vested in Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights during the continuance of such Event of Default.
(iii) and All rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 8(a)(ii) shall cease, and all such rights shall thereupon become vested in Lender Collateral Agent who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest paymentspayments during the continuance of such Event of Default.
(biii) All dividends dividends, principal and interest payments which are received by Pledgor contrary to the provisions of subparagraph paragraph (aii) of this Paragraph (iiSection 8(b) shall be received in trust for the benefit of LenderCollateral Agent, shall be segregated from other funds of Pledgor and shall forthwith be forthwith paid over to Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferendorsements).
(c) In order to permit Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 8(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 8(a)(ii) or Section 8(b)(ii), Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Collateral Agent all such proxies, dividend payment orders and other instruments as Collateral Agent may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Blue Bird Corp)
Voting Rights; Dividends; Etc. (a) So long as: (i) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;been declared and (ii) the balance of the Note shall not have been accelerated:
(ai) The Pledgor shall be entitled to exercise or refrain from exercising 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 Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.;
(bii) The Pledgor shall be entitled to receive and retain any and all cash dividends and interest paid in respect of the Pledged Collateral; provided, however, that any and all:
(1A) 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,
(2B) 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
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to Lender the Pledgee to hold as, as Pledged Collateral, and shall, if received by the Pledgor, be received in trust for the benefit of Lender, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to Lender the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or assignment).
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon After the occurrence and during the continuance of any "Event of Default if within twenty four hours of receiving written notice of such Event of Default (as hereinafter defined) from the Pledgee the Company has not paid all outstanding principal and accrued an unpaid interest and fees (including penalties) owed on the Note and any liquidated damages associated with such Event of Default" (as defined , until the Note shall have been satisfied by conversion or payment in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Defaultfull:
(ai) All rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (iSection 6(a)(i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 6(a)(ii) shall cease, and all such rights shall thereupon become vested in Lender the Pledgee holding the applicable Pledged Collateral who shall 6 thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments.
(bii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of subparagraph paragraph (ai) of this Paragraph (iiSection 6(b) shall be received in trust for the benefit of Lender, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to Lender the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferendorsement).
Appears in 1 contract
Voting Rights; Dividends; Etc. 6(a) Subject to paragraph (id) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event whichthis Section 6, with the giving of notice or the passage of time, or both, would become an Event of Default, shall have occurred and be continuing;
(a) 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 Pledge of Stock Agreement or the Credit Agreement, the Loan Agreement and the Note; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, if such action would could reasonably be expected to have a material adverse effect on the value of the Collateral or any material part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
6(b) Subject to paragraph (be) of this Section 6, the Pledgor shall be entitled to receive receive, retain, and retain use in any manner not prohibited by the Credit Agreement any and all dividends paid in respect of the Collateral; provided, however, that any and all
(1i) 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 Collateral,
(2ii) dividends and other distributions paid or payable in cash in respect of any 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
(3iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to Lender the Bank to hold as, Collateral, Collateral and shall, if received by the Pledgor, be received in trust for the benefit of Lenderthe Bank, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to Lender the Bank as Collateral in the same form as so received (with any necessary endorsementindorsement or assignment). The Pledgor shall, upon request by the Bank, 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).
(c6(c) Lender The Bank shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonable reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which that it is entitled to exercise pursuant to paragraph (aSection 6(a) above hereof and to receive the dividends or interest payments which that it is authorized to receive and retain pursuant to paragraph (bSection 6(b) abovehereof.
(ii) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(a) All rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (i) shall cease, and all such rights shall thereupon become vested in Lender who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments.
(b) All dividends and interest payments which are received by Pledgor contrary to the provisions of subparagraph (a) of this Paragraph (ii) shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender as Collateral in the same form as so received (with any necessary endorsement or instrument of transfer).
Appears in 1 contract
Samples: Pledge Agreement (Gami Merger Co)
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" Default (as defined in Paragraph 8 hereof) or event whichbelow), with the giving of notice or the passage of time, or both, would become an Event of Defaulteffect to any applicable cure periods, shall have occurred and be continuing;occurred:
(ai) 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 Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if, in Lenderthe Pledgee's reasonable judgementsole judgment, such action would have a material adverse effect on modify or in any way adversely change Pledgor's or Pledgee's rights under the value of the Collateral Pledged Securities or any part thereof; and. Notwithstanding the foregoing, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(b) Pledgor shall be entitled to receive and retain any and all dividends paid in respect of the Collateral; provided, however, that any and all
(1A) 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,
(2B) 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-surplusdissolution, and
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to Lender the Pledgee to hold as, Collateral, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Lenderthe Pledgee, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Lender the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement).
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon the occurrence and during the continuance of any an "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with which shall mean anyone of the giving of notice or the lapse of time, or both, would become an Event of Defaultfollowing events:
(ai) All Any representation or warranty made by the Pledgor in the Note or this Pledge Agreement shall prove to be incorrect in any material respect as of the time when made;
(ii) The Pledgor shall be in material breach of any covenant or agreement set forth in the Note or this Pledge Agreement and the breach is not cured within 10 days after notice to Pledgor;
(iii) The Pledged Collateral or any interest therein shall be sold, assigned, transferred or otherwise disposed of, or any option or right shall be granted with respect to the Pledged Collateral or any interest therein, or the Pledged Collateral or any interest therein shall be pledged, mortgaged or otherwise encumbered in any manner other than in favor of the Pledgee as contemplated in this Pledge Agreement;
(iv) The Pledgor shall fail to make payment when due of any principal or interest with respect to the Note and the payment failure is not cured within 10 days after notice to Pledgor; or
(v) The Pledgor shall become insolvent or bankrupt, make an assignment for the benefit of its creditors or admit in writing its inability to, or be generally unable to, pay its debts as they become due, or the Pledgor shall have a trustee, receiver or custodian appointed in respect of it or all or a substantial portion of its property or to take advantage of any law relating to bankruptcy, insolvency, reorganization, liquidation or winding up with respect to it.
(A) Upon the request of the Pledgee, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (iSection 6(a)(i) and to receive the dividends and dividends, principal or interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 6(a)(ii) shall cease, and all such rights shall thereupon become vested in Lender who the Pledgee, and the Pledgee shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and dividends, principal or interest payments.
(bB) All dividends and dividends, principal or interest payments which are received by Pledgor contrary to the provisions of subparagraph paragraph (ai) of this Paragraph (iiSection 6(b) shall be received in trust for the benefit of Lenderthe Pledgee, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferendorsement).
Appears in 1 contract
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" Default (as defined in Paragraph 8 hereofhereinafter defined) or event which, with the giving of notice or the passage lapse of time, or both, would become an Event of Default, shall have occurred (and be continuing;):
(ai) Pledgor The Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, Agreement or the Loan Agreement and the NoteAgreement; provided, however, that Pledgor the Pledgors shall not exercise or nor shall they refrain from exercising any such right if, in Lender's reasonable judgement, rights if such action would could have a material adverse effect on the value of the Pledged Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) Pledgor The Pledgors shall be entitled to receive and retain any and all dividends and interest paid in respect of the Pledged Collateral; provided, provided however, that any and all
(1A) 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,
(2B) 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
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall bebe Pledged Collateral, and shall be forthwith delivered to Lender the Pledgee to hold as, Collateral, as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of Lenderthe Pledgee and the Lenders, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Lender the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement).
(ciii) Lender Each Pledgor shall execute and deliver (or cause to be executed and delivered) to Pledgor the Pledgee all such proxies and other instruments as Pledgor the Pledgee may reasonable (reasonably) request for the purpose of enabling Pledgor the Pledgee to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (ai) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (bii) above.
(iib) Upon the occurrence (and during the continuance continuance) of any "an Event of Default" Default (as defined in Paragraph 8 hereofhereinafter defined) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All rights of Pledgor the Pledgors to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (iSection 6(a)(i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 6(a)(ii) shall cease, and all such rights shall thereupon become vested in Lender who the Pledgee which shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments.; and
(bii) All dividends and interest payments which are received by any Pledgor contrary to the provisions of subparagraph paragraph (ai) of this Paragraph (iiSection 6(b) shall be received in trust for the benefit of Lenderthe Pledgee and the Lenders, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to Lender the Pledgee, for the benefit of the Pledgee and the Lenders, as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferendorsements).
Appears in 1 contract
Samples: Master Pledge Agreement (Easy Gardener Products LTD)
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;continuing and no foreclosure proceedings shall have been instituted:
(ai) The Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with prohibited by the terms of this Pledge of Stock Agreement, the other Loan Agreement and Documents or the NoteSecured Hedge Agreements; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.,
(bii) The Pledgor shall be entitled to receive and retain any and all dividends dividends, distributions and interest paid in respect of the Collateral; provided, however, that any and all
(1A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, and assets received or receivable or otherwise distributed in respect of, or in exchange for, any Collateral,
(2B) dividends and other distributions paid or payable in cash in respect of any 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, surplus and
(3C) cash paid, paid or payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, Collateral shall be, and shall be forthwith delivered to Lender the Administrative Agent to hold as, Collateral, and shallCollateral and, if received by the Pledgor, be received in trust for the benefit of Lender, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Lender as Collateral in the same form as so received (with any necessary endorsement).
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(a) All rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (i) shall cease, and all such rights shall thereupon become vested in Lender who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments.
(b) All dividends and interest payments which are received by Pledgor contrary to the provisions of subparagraph (a) of this Paragraph (ii) shall be received in trust for the benefit of Lenderthe Administrative Agent, shall be segregated from other property and assets or funds of the Pledgor and shall be forthwith paid over delivered to Lender the Administrative Agent as Collateral in the same form as so received (with any necessary endorsement or instrument assignment). The Pledgor, promptly upon the request of transferthe Administrative Agent, shall execute such documents and do such acts as may be necessary or desirable in the judgment of the Administrative Agent to give effect to this clause (ii).
(iii) The Administrative Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may request for the purpose of enabling the Pledgor to exercise the voting and other consensual rights that it is entitled to exercise pursuant to subparagraph (i) of this EXHIBIT E TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT AS SEPARATELY EXECUTED Section 8(a) and to receive the dividends, distributions or interest payments that it is authorized to receive and retain pursuant to clause (ii) of this Section 8(a).
(b) Upon the occurrence and during the continuance of an Event of Default and upon exercise of foreclosure remedies by the Administrative Agent under Section 13 hereof:
(i) All rights of the Pledgor to (A) exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to subparagraph (i) of Section 8(a) shall, upon notice to the Pledgor by the Administrative Agent, cease and (B) receive the dividends, interest payments and other distributions that it would otherwise be authorized to receive and retain pursuant to subparagraph (ii) of Section 8(a) shall automatically cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and retain as Collateral such dividends, interest payments and other distributions.
(ii) All dividends, interest payments and other distributions that are received by the Pledgor contrary to the provisions of clause (i) of this Section 8(b) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property and assets or funds of the Pledgor and shall be forthwith paid over to the Administrative Agent as Collateral in the same form as so received (with any necessary endorsement or assignment).
Appears in 1 contract
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;continuing (unless waived by the requisite Lenders in accordance with the terms of the Credit Agreement):
(ai) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and notifications in respect of the Pledged Collateral) pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; andprovided that no vote shall be cast or consent, provided, further, waiver or ratification given or action taken which would be inconsistent with or violate any provision of this Agreement or any other Loan Document; and provided further that each Pledgor shall give Lender the Administrative Agent at least five ten (510) days' prior express ’ written notice (in the form of an officer’s certificate) of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.voting or other consensual rights pertaining to the Pledged Collateral or any part thereof, which might have a material adverse effect on the value of the Pledged Collateral or any part thereof; and
(bii) Each Pledgor shall be entitled to receive and retain any and all dividends dividends, interest and amounts and property paid in respect to redemptions, liquidations, dissolutions or otherwise paid in respect of the CollateralPledged Collateral to the extent not prohibited by the Credit Agreement; provided, however, provided that any and all
(1A) dividends and interest paid or payable other than in cash Equity Interests in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
(2B) dividends and other distributions hereafter paid or payable in cash Equity Interests 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
(3C) cash paid, payable or otherwise Equity Interests distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to Lender the Administrative Agent to hold as, Collateral, Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of Lenderthe Administrative Agent, be segregated from the other property or funds of Pledgor, such Pledgor and be forthwith delivered to Lender the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:Default (unless waived by the requisite Lenders in accordance with the terms of the Credit Agreement):
(ai) The Administrative Agent may, without notice to any Pledgor, transfer or register in the name of the Administrative Agent or any of its nominees, for the equal and ratable benefit of the Secured Parties, any or all shares of the Pledged Collateral held by the Administrative Agent hereunder, and the Administrative Agent or its nominee may thereafter, after delivery of notice to such Pledgor (which notice must have been requested by the Majority Lenders), exercise, to the extent not prohibited by applicable law, all voting and corporate rights at any meeting of any Issuer issuing any of the shares included in the Pledged Collateral and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any shares of the Pledged Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of any Issuer issuing any of such shares or upon the exercise by any such Issuer or the Administrative Agent of any right, privilege or option pertaining to any shares of the Pledged Collateral, and in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to exercise, and the Lenders shall not have any duty to request the exercise of, any of the aforesaid rights, privileges or options, and neither the Administrative Agent nor any Lender shall be responsible for any failure to do so or delay in so doing.
(ii) All rights of any Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (iSection 7(a)(i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 7(a)(ii) or the Credit Agreement shall cease, and all such rights shall thereupon become vested in Lender who the Administrative Agent, which shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments.
(biii) All dividends and interest payments which are received by any Pledgor contrary to the provisions of subparagraph (a) of this Paragraph (iiSection 7(b)(ii) shall be received in trust for the benefit of Lenderthe Administrative Agent, shall be segregated from other funds of Pledgor such Pledgor, and shall be forthwith paid over to Lender the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferendorsement).
(iv) Each Pledgor shall execute and deliver (or cause to be executed and delivered to the Administrative Agent) all such proxies and other instruments as the Administrative Agent may reasonably request for the purpose of enabling the Administrative Agent to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (ii) above and to receive the dividends or interest payments which it is entitled to receive and retain pursuant to paragraph (iii) above.
(c) The provisions of this Section 7 shall be subject in all respects to the provisions set forth in Section 12(d) of this Agreement.
Appears in 1 contract
Voting Rights; Dividends; Etc. (i) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, shall have occurred Default occurs and be remains continuing;:
(a) Pledgor Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral Pledged Securities, or any part thereof thereof, for any purpose not inconsistent with the terms of any Financing Agreement or this Pledge of Stock Agreement; PROVIDED, the Loan Agreement and the Note; provided, howeverHOWEVER, that Pledgor each Grantor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining shall refrain from exercising, any such rightright if it would result in a Default or an Event of Default.
(b) Pledgor Each Grantor shall be entitled to receive and to retain any and all use only those dividends or distributions paid in respect to such Grantor as permitted (or not prohibited) under the terms of the CollateralFinancing Agreements; providedPROVIDED, howeverHOWEVER, that any and all
(1) all such dividends paid or payable other than distributions received in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral,
(2) dividends and other distributions paid or payable in cash in respect the form of any 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
(3) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, stock shall be, and the Certificates representing such capital stock forthwith shall be forthwith be, to the extent required to make the representation in Section 4(f) true and correct after giving effect to such dividend, delivered to Lender the Collateral Agent to hold as, Collateral, Pledged Collateral and shall, if received by Pledgorany Grantor, be received in trust for the benefit of Lenderthe Collateral Agent, be segregated from the other property or funds of Pledgorsuch Grantor, and forthwith be forthwith delivered to Lender the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements).
(c) Lender ; PROVIDED, HOWEVER, that no security interest hereunder shall execute and deliver (attach to any shares, or cause warrants, options or other rights to be executed and delivered) subscribe to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose or acquire any additional capital stock, of enabling Pledgor to exercise any Pledged Subsidiary which is Foreign Subsidiary in excess of 60% of the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) abovestock of such Foreign Subsidiary.
(ii) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(a) All rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (i) shall cease, and all such rights shall thereupon become vested in Lender who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments.
(b) All dividends and interest payments which are received by Pledgor contrary to the provisions of subparagraph (a) of this Paragraph (ii) shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender as Collateral in the same form as so received (with any necessary endorsement or instrument of transfer).
Appears in 1 contract
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) Default or event which, with the giving of notice or the passage lapse of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) 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 Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in LenderPledgee's reasonable judgementjudgment, 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 Lender Pledgee at least five (5) days' prior express written notice of the manner in which it Pledgor intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) Pledgor shall be entitled to receive and retain any and all dividends paid in respect of the Pledged Collateral; , provided, however, that any and all
(1A) 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,
(2B) 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
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall forthwith be forthwith delivered to Lender Pledgee to hold as, Collateral, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of LenderPledgee, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Lender Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement).
(ciii) Lender Pledgee shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it Pledgor is entitled to exercise pursuant to paragraph (ai) above and to receive the dividends or interest payments which it Pledgor is authorized to receive and retain pursuant to paragraph (bii) above.
(iib) Upon the occurrence and during the continuance of any "an Event of Default" (as defined in Paragraph 8 hereof) Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All rights of Pledgor to exercise the voting and other consensual rights which it Pledgor would otherwise be entitled to exercise pursuant to Paragraph (iSection 6(a)(i) and to receive the dividends and interest dividend payments which it Pledgor would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 6(a)(ii) shall cease, and all such rights shall thereupon become vested in Lender Pledgee who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest dividend payments.
(bii) All dividends and interest dividend payments which are received by Pledgor contrary to the provisions of subparagraph paragraph (ai) of this Paragraph (iiSection 6(b) or contrary to any other agreement with Pledgee shall be received in trust for the benefit of LenderPledgee, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferendorsement).
Appears in 1 contract
Samples: Stock Purchase Pledge Agreement (Advancis Pharmaceutical Corp)
Voting Rights; Dividends; Etc. (ia) So long as no "Default or Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) Pledgor The Borrower 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 Pledge of Stock Agreement or the Credit Agreement; PROVIDED, the Loan Agreement and the Note; provided, howeverHOWEVER, that Pledgor the at any time on or after the Effective Date Borrower shall not exercise or refrain from exercising any such right if, in Lenderthe Bank's reasonable judgementjudgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; , and, providedPROVIDED, furtherFURTHER, that Pledgor the Borrower shall give Lender the Bank at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) Pledgor The Borrower shall be entitled to receive and retain any and all dividends and interest paid in respect of the Pledged Collateral; provided, howeverPROVIDED, HOWEVER, that any and all
(1A) 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,
(2B) 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
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to Lender the Bank to hold as, Collateral, Pledged Collateral and shall, if received by Pledgorthe Borrower, be received in trust for the benefit of Lenderthe Bank, be segregated from the other property or funds of Pledgorthe Borrower, and be forthwith delivered to Lender the Bank as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).
(ciii) Lender The Bank shall execute and deliver (or cause to be executed and delivered) to Pledgor the Borrower all such proxies and other instruments as Pledgor the Borrower may reasonable reasonably request for the purpose of enabling Pledgor the Borrower to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (ai) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (bii) above.
(iib) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) a Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All rights of Pledgor the Borrower to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (iSection 5.01(a)(i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 5.01(a)(ii) shall cease, and all such rights shall thereupon become vested in Lender the Bank who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments.
(bii) All dividends and interest payments which are received by Pledgor the Borrower contrary to the provisions of subparagraph paragraph (ai) of this Paragraph (iiSection 5.01(b) shall be received in trust for the benefit of Lenderthe Bank, shall be segregated from other funds of Pledgor the Borrower and shall be forthwith paid over to Lender the Bank as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferindorsement).
Appears in 1 contract
Samples: Credit Agreement (Nymagic Inc)
Voting Rights; Dividends; Etc. in Respect of Pledged Equity.
(ia) So long as no "Default or Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;
(a) continuing Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(b) Pledgor shall be entitled to may receive and retain any and all dividends dividends, distributions or interest paid in respect of the CollateralPledged Equity; provided, however, that any and all
(1i) dividends dividends, 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 CollateralPledged Equity,
(2ii) dividends and other distributions paid or payable in cash in respect of any Collateral Pledged Equity 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
(3iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any CollateralPledged Equity, 170 shall be, and shall forthwith be forthwith delivered to Lender Pledgee to hold as, Collateral, Pledged Equity and shall, if received by Pledgor, be received in trust for the benefit of LenderPledgee, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Lender as Collateral Pledgee in the same exact form as so received (with any necessary endorsement)indorsement or appropriate stock powers duly executed in blank, to be held by Pledgee as Collateral.
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) a Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All all rights of Pledgor to exercise receive and retain the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends dividends, distributions and interest payments which it Pledgor would otherwise be authorized to receive and retain pursuant to Paragraph subsection (ia) of this Section 4.7 shall automatically cease, and all such rights shall thereupon become vested in Lender who Pledgee which shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral Pledged Equity such dividends dividends, distributions and interest payments.;
(bii) All without limiting the generality of the foregoing, Pledgee 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 Equity (except voting rights) as if it were the absolute owner thereof, including the right to exchange, in its discretion, any and all of the Pledged Equity upon the merger, consolidation, reorganization, recapitalization or other adjustment of Pledgor or any Subsidiary, or upon the exercise by Pledgor or any Subsidiary of any right, privilege or option pertaining to any Pledged Equity, and, in connection therewith, to deposit and deliver any and all of the Pledged Equity with any committee, depository, transfer, agent, registrar or other designated agent upon such terms and conditions as it may determine; and
(iii) all dividends and interest payments which are received by Pledgor contrary to the provisions of subparagraph subsection (ab) (i) of this Paragraph (ii) Section 4.7 shall be received in trust for the benefit of LenderPledgee, shall be segregated from other funds of Pledgor Pledgor, and shall be forthwith paid over to Lender Pledgee as Collateral Pledged Equity in the same exact form received, to be held by Pledgee as so received (Collateral. Anything herein to the contrary notwithstanding, Pledgee may not exercise any voting rights pertaining to the Pledged Equity, and Pledgor may at all times exercise any and all voting rights pertaining to the Pledged Equity or any part thereof for any purpose not inconsistent with the terms of this Agreement or any necessary endorsement other Obligation Document; provided, however, upon the occurrence and during the continuance of a Default or instrument an Event of transfer)Default, Pledgor will not exercise or refrain from exercising any such right, as the case may be, if Pledgee gives notice that, in Pledgee's judgment, such action would result in a Material Adverse Change with respect to the value of the Pledged Equity or the benefits to Pledgee of its security interest hereunder.
Appears in 1 contract
Samples: Credit Agreement (Prize Energy Corp)
Voting Rights; Dividends; Etc. (a) So long as: (i) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;been declared and (ii) the balance of the Debenture shall not have been accelerated:
(ai) Each Pledgor shall be entitled to exercise or refrain from exercising 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 Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.;
(bii) Each Pledgor shall be entitled to receive and retain any and all cash dividends and interest paid in respect of the Pledged Collateral; provided, however, that any and all:
(1A) 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,
(2B) 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
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to Lender the Pledgee to hold as, as Pledged Collateral, and shall, if received by any Pledgor, be received in trust for the benefit of Lender, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Lender the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or assignment).
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon After the occurrence and during the continuance of any "Event of Default if within twenty four hours of delivery of written notice of such Event of Default (as hereinafter defined) from the Pledgee the Company has not paid all outstanding principal and accrued an unpaid interest and fees (including penalties) owed on the Debenture and any liquidated damages associated with such Event of Default" (as defined , until the Debenture shall have been satisfied by conversion or payment in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Defaultfull:
(ai) All rights of Pledgor any and all Pledgors to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (iSection 6(a)(i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 6(a)(ii) shall cease, and all such rights shall thereupon become vested in Lender the Pledgee holding the applicable Pledged Collateral who shall 6 thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments.
(bii) All dividends and interest payments which are received by any Pledgor contrary to the provisions of subparagraph paragraph (ai) of this Paragraph (iiSection 6(b) shall be received in trust for the benefit of Lender, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to Lender the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferendorsement).
Appears in 1 contract
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" Default (as defined in Paragraph 8 hereofhereinafter defined) or event which, with the giving of notice or the passage lapse of time, or both, would become an Event of Default, shall have occurred and be continuing;:
(ai) Pledgor Borrower shall be entitled have the right to exercise any and all voting and other consensual corporate rights pertaining with respect to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereofCollateral; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) Pledgor Borrower shall be entitled to receive and retain any and all dividends paid in respect of the Collateral; provided, however, however that any and all
(1A) 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 Collateral,
(2B) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution of Lender or in connection with a reduction of capital, capital surplus or paid-in-surplussurplus of Lender, and
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and shall forthwith be forthwith delivered to the Lender to hold asas Collateral, Collateralor as may otherwise be agreed between Borrower and the Lender, and shall, if received by PledgorBorrower, be received in trust for the benefit of the Lender, be segregated from the other property or funds of PledgorBorrower, and be forthwith delivered to the Lender as Collateral in the same form as so received (with any necessary endorsement).
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of DefaultDefault under the Note or hereunder:
(ai) All rights of Pledgor Borrower to exercise the voting and other consensual rights which it the Borrower would otherwise be entitled to exercise pursuant to Paragraph (iSection 7(a)(i) of this Agreement and to receive the dividends and interest dividend payments which it the Borrower would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 7(a)(ii) of this Agreement shall cease, and all such rights Lender shall thereupon become vested in Lender who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest dividend payments.
(bii) All dividends and interest dividend payments which are received by Pledgor Borrower contrary to the provisions of subparagraph (a) of this Paragraph (iiSection 7(b)(i) shall be received in trust for the benefit of the Lender, shall be segregated from other funds of Pledgor Borrower and shall be forthwith paid over to the Lender as Collateral in the same form as so received (with any necessary endorsement or instrument of transferendorsement).
Appears in 1 contract
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;
(a) continuing and no notice has been delivered pursuant to Section 6(f)(2), Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, Agreement or the other Loan Agreement and the NoteDocuments; provided, however, that Pledgor shall not exercise or shall refrain from exercising any such right if, in Lender's reasonable judgement, if 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 Lender at least five (5) days' prior express written notice thereof or be inconsistent with or violate any provisions of this Agreement or any of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such rightother Loan Documents.
(b) So long as no Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and retain any and all cash dividends paid from time to time in respect of the Collateral; provided, however, that any and allPledged Shares.
(1c) Any and all (i) dividends and other distributions paid or payable other than in cash in respect of, and the form of instruments and other property (other than cash dividends permitted under Section 6(b) hereof) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
, (2ii) dividends and other distributions paid or payable in cash received, receivable or otherwise distributed in respect of any Collateral Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
and (3iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any CollateralPledged Shares, shall be, and shall in each case be delivered forthwith delivered to Lender Clearwater to hold as, Collateral, as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of LenderClearwater, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Lender Clearwater as Pledged Collateral in the same form as so received (with any necessary endorsement).
(cd) Lender Clearwater shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it he is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (bSection 6(a) above.
(ii) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(a) All rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (i) shall cease, and all such rights shall thereupon become vested in Lender who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments.
(be) All dividends and interest payments other distributions which are received by Pledgor contrary to the provisions of subparagraph (a) of this Paragraph (ii) Section 6 shall be received in trust for the benefit of LenderClearwater, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender Clearwater as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferendorsement).
(f) All rights of Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall become vested in Clearwater which shall have the sole right to exercise such voting and other consensual rights, from and after (1) the occurrence and during the continuance of an Event of Default and (2) Clearwater's delivery of written notice to Pledgor of Clearwater's intention to exercise such rights.
(g) Upon the occurrence and during the continuance of an Event of Default, all cash dividends or other distributions payable in respect of the Pledged Shares which are received by Pledgor shall be paid directly to Clearwater and, if received by Pledgor, shall be received in trust for the benefit of Clearwater, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Clearwater as Pledged Collateral in the same form as so received (with any necessary endorsement) and Pledgor's right to receive such distributions pursuant to Section 6(b) hereof shall immediately cease.
Appears in 1 contract
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or Default shall have occurred and no event which, with the giving of notice or the passage lapse of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) the Pledgor shall be entitled to receive and retain any and all dividends and interest paid in respect of the Collateral; provided, however, that any and all
(1A) 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 Collateral,
(2B) dividends and other distributions paid or payable in cash in respect of any 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
(3C) cash paid, payable payable, or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to Lender the Secured Parties to hold as, Collateral, as Collateral and shall, if received by the Pledgor, be received in trust for the benefit of Lenderthe Secured Parties, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to Lender the Secured Parties as Collateral in the same form as so received (with any necessary endorsementendorsement or assignment).
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon the occurrence of an Event of Default, or upon the occurrence and during the continuance continuation of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All all rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights which it the Pledgor would otherwise be entitled to exercise pursuant to Paragraph (iSection 6(a)(i) and to receive the dividends and interest payments which it the Pledgor would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 6(a)(ii) shall cease, and all such rights shall thereupon become vested in Lender the Secured Parties who shall 6 thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments.; and
(bii) All all dividends and interest payments which are received by the Pledgor contrary to the provisions of subparagraph (a) of this Paragraph (iiSection 6(b) shall be received in trust for the benefit of Lenderthe Secured Parties, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to Lender the Secured Parties as Collateral in the same form as so received (with any necessary endorsement or instrument of transferassignment).
Appears in 1 contract
Samples: Stock Pledge and Security Agreement (Lexon Technologies Inc)
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) Default or event which, with the giving of notice or the passage lapse of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) Pledgor The Borrower shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such rightLoan.
(bii) Pledgor The Borrower shall be entitled to receive and retain any and all dividends paid in respect of the Collateral; provided, however, provided that any and all
(1A) dividends (including, but not limited to, stock 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 Collateralof the Collateral for any reason, including, but not limited to, any change in the number or kind of outstanding shares of any securities of any issuer of any of the Pledged Shares, or any successor to any such issuer, by reason of any recapitalization, merger, consolidation, reorganization, separation, liquidation, stock split, stock dividend, combination of shares, or other similar corporate event,
(2B) dividends and other distributions paid or payable in cash in respect of any of the 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
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any of the Collateral, shall be, and shall be forthwith delivered to Lender Compaq on behalf of Compaq, as applicable, to hold as, Collateral, as Collateral and shall, if received by Pledgorthe Borrower, be received in trust for the benefit of LenderCompaq, be segregated from the other property or funds of Pledgorthe Borrower, and be forthwith delivered to Lender Compaq as Collateral in the same form as so received (with any necessary endorsementindorsement or assignment).
(ciii) Lender Compaq shall execute and deliver (or cause to be executed and delivered) delivered to Pledgor the Borrower all such proxies and other instruments as Pledgor the Borrower may reasonable reasonably request for the purpose of enabling Pledgor the Borrower to exercise the voting and other rights which it the Borrower is entitled to exercise pursuant to paragraph (aSection 11(a)(i) above and to receive the dividends or interest payments which it the Borrower is authorized to receive and retain pursuant to paragraph (b) aboveSection 11(a)(ii).
(iib) Upon the occurrence and during the continuance of any "an Event of Default" (as defined in Paragraph 8 hereof) Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All rights of Pledgor the Borrower (A) to exercise or refrain from exercising the voting and other consensual rights which it the Borrower would otherwise be entitled to exercise pursuant to Paragraph Section 11(a)(i) shall, upon notice to the Borrower by Compaq, cease and (iB) and to receive the dividends and interest payments which it the Borrower would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 7(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in Lender who Compaq which shall 6 thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Collateral such dividends and interest paymentsdividends.
(bii) All dividends and interest payments which are received by Pledgor the Borrower contrary to the provisions of subparagraph (a) of this Paragraph (iiSection 11(b)(i) shall be received in trust for the benefit of LenderCompaq, shall be segregated from other property and funds of Pledgor the Borrower and shall be forthwith paid over to Lender Compaq as Collateral in the same form as so received (with any necessary endorsement or instrument of transferindorsement).
Appears in 1 contract
Voting Rights; Dividends; Etc. (a) So long as: (i) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;been declared and (ii) the balance of the Debenture shall not have been accelerated:
(ai) Each Pledgor shall be entitled to exercise or refrain from exercising 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 Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.;
(bii) Each Pledgor shall be entitled to receive and retain any and all cash dividends and interest paid in respect of the Pledged Collateral; provided, however, that any and all:
(1A) 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,
(2B) 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
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to Lender the Pledgee to hold as, as Pledged Collateral, and shall, if received by any Pledgor, be received in trust for the benefit of Lender, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Lender the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or assignment).
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon After the occurrence and during the continuance of any "Event of Default if within twenty four hours of delivery of written notice of such Event of Default (as hereinafter defined) from the Pledgee the Company has not paid all outstanding principal and accrued an unpaid interest and fees (including penalties) owed on the Debenture and any liquidated damages associated with such Event of Default" (as defined , until the Debenture shall have been satisfied by conversion or payment in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:full: ____________ Initials ____________ Initials
(ai) All rights of Pledgor any and all Pledgors to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (iSection 6(a)(i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 6(a)(ii) shall cease, and all such rights shall thereupon become vested in Lender the Pledgee holding the applicable Pledged Collateral who shall 6 thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments.
(bii) All dividends and interest payments which are received by any Pledgor contrary to the provisions of subparagraph paragraph (ai) of this Paragraph (iiSection 6(b) shall be received in trust for the benefit of Lender, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to Lender the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferendorsement).
Appears in 1 contract
Samples: Stock Pledge Agreement (Traceguard Technologies, Inc.)
Voting Rights; Dividends; Etc. (ia) So long as no "Default or Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) The Pledgor shall be entitled to exercise or refrain from exercising 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 Pledge of Stock Agreement or the Credit Agreement, the Loan Agreement and the Note; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if, in Lenderthe Agent's reasonable judgementjudgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; , and, provided, further, that that, except with respect to the election of directors, the Pledgor shall give Lender the Agent at least five (5) days' prior express written notice of the manner in which it he intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) The Pledgor shall be entitled to receive and retain any and all dividends paid in respect of the Pledged Collateral; , provided, however, that any and all
(1A) 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,
(2B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in 106 5 connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to Lender the Agent to hold as, Collateral, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of Lenderthe Agent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to Lender the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement or assignment).
(iii) The Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends which he is authorized to receive and retain pursuant to paragraph (ii) above.
(b) Upon the occurrence and during the continuance of a Default or an Event of Default:
(i) All rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease, and all such rights shall thereupon become vested in the Agent who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends.
(ii) All dividends which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) shall be received in trust for the benefit of the Agent, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(a) All rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (i) shall cease, and all such rights shall thereupon become vested in Lender who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments.
(b) All dividends and interest payments which are received by Pledgor contrary to the provisions of subparagraph (a) of this Paragraph (ii) shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender as Collateral in the same form as so received (with any necessary endorsement or instrument of transfer).. 107 6
Appears in 1 contract
Voting Rights; Dividends; Etc. (i) So long as no "Event of Default" Default (as defined in Paragraph 8 Section 6 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, shall have occurred and be continuing;occurred:
(a) Pledgor The Borrower shall be entitled have the right, from time to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof time, for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, the Loan Agreement to vote and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, give proxies and consents in Lender's reasonable judgement, such action would have a material adverse effect on the value respect of the Pledged Collateral and to consent to or ratify action taken at, or waive notice of, any part thereofmeeting of shareholders or partners with the same force and effect as if such Pledged Collateral were not pledged hereunder; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(b) Pledgor The Borrower shall be entitled to receive retain and retain use any and all cash dividends paid on the Pledged Collateral in respect of the Collaterala manner consistent with this Pledge Agreement; provided, however, that any and all
(1) dividends paid or payable other than in cash in respect ofall Pledged Collateral and/or liquidating distributions, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral,
(2) dividends and other distributions paid in property, return of capital or payable in cash other distributions made on or in respect of the Pledged Collateral, whether resulting from a subdivision, combination or reclassification of stock of the Company or received in exchange for Pledged Collateral or any Collateral in connection with part thereof or as a partial result of any merger, consolidation, acquisition or total liquidation other exchange of assets or dissolution on the liquidation, whether voluntary or in connection with a reduction involuntary, of capital, capital surplus or paid-in-surplus, and
(3) cash paid, payable or otherwise distributed in respect of principal ofthe Company, or in redemption of, or in exchange forotherwise, any Collateral, shall be, and all of which shall be forthwith delivered to Lender to hold as, Collateral, and shallbecome part of the Pledged Collateral pledged hereunder and, if received by Pledgorthe Company or the Borrower, shall forthwith be received in trust for the benefit of Lender, be segregated from the other property or funds of Pledgor, and be forthwith delivered to the Lender as Collateral in the same form as so received (with any necessary endorsement).
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(a) All rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (i) shall cease, and all such rights shall thereupon become vested in Lender who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments.
(b) All dividends and interest payments which are received by Pledgor contrary held subject to the provisions of subparagraph (a) terms of this Paragraph (ii) shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender as Collateral in the same form as so received (with any necessary endorsement or instrument of transfer)Pledge Agreement.
Appears in 1 contract
Samples: Pledge Agreement (Environmental Energy Services Inc)
Voting Rights; Dividends; Etc. (a) So long as: (i) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;been declared and (ii) the balance of the Debenture shall not have been accelerated:
(ai) The Pledgor shall be entitled to exercise or refrain from exercising 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 Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.;
(bii) The Pledgor shall be entitled to receive and retain any and all cash dividends and interest paid in respect of the Pledged Collateral; provided, however, that any and all:
(1A) 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,
(2B) 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
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to Lender the Pledgee to hold as, as Pledged Collateral, and shall, if received by the Pledgor, be received in trust for the benefit of Lender, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to Lender the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or assignment).
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon After the occurrence and during the continuance of any "Event of Default if within twenty four hours of receiving written notice of such Event of Default (as hereinafter defined) from the Pledgee the Company has not paid all outstanding principal and accrued an unpaid interest and fees (including penalties) owed on the Debenture and any liquidated damages associated with such Event of Default" (as defined , until the Debenture shall have been satisfied by conversion or payment in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Defaultfull:
(ai) All rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (iSection 6(a)(i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 6(a)(ii) shall cease, and all such rights shall thereupon become vested in Lender the Pledgee holding the applicable Pledged Collateral who shall 6 thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments.
(bii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of subparagraph paragraph (ai) of this Paragraph (iiSection 6(b) shall be received in trust for the benefit of Lender, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to Lender the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferendorsement).
Appears in 1 contract
Voting Rights; Dividends; Etc. in Respect of the Collateral; Withdrawal and Sale of Collateral.
(ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) the Pledgor shall be entitled to may exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose in a manner not inconsistent with the terms of this Pledge of Stock Agreement, Agreement or the other Loan Agreement and the NoteDocuments; provided, however, that (A) the Pledgor shall will not exercise or refrain from exercising any such right ifright, as the case may be, if the Lender gives the Pledgor notice that, in the Lender's reasonable judgementjudgment, such action would have a material an adverse effect on the value of any Collateral and (B) the Collateral or any part thereof; and, provided, further, that Pledgor shall will give the Lender at least five (5) days' prior express written notice of the manner in which it the Pledgor intends to exercise, or the reasons for refraining from exercising, any such right.;
(bii) Pledgor shall be entitled to receive and retain any Any and all dividends paid in respect of the Collateral; provided, however, that any and all
(1) 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 Collateral,
(2) dividends and other distributions interest paid or payable in cash in respect of any the Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction shall forthwith be paid to the Lender pursuant to Section 2.05(a) of capital, capital surplus or paid-in-surplus, and
(3) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to Lender to hold as, Collateral, the Term Loan Agreement and shall, if received by the Pledgor, be received in trust for the benefit of the Lender, shall be segregated from the other property or funds of the Pledgor, and shall forthwith be paid to the Lender. Any and all dividends or interest paid or payable other than in cash in respect of the Collateral shall forthwith be delivered to the Lender or Jefferies & Company, Inc., as applicable, to hold as Collateral and shall, if received by the Pledgor , be received in trust for the benefit of the Lender, shall be segregated from the other property or funds of the Pledgor, and shall forthwith be delivered to the Lender or Jefferies & Company, Inc., as applicable, in the same exact form as so received (with any necessary endorsement).indorsement and/or appropriate stock powers duly executed in blank, to be held, by the Lender or by Jefferies & Company, Inc. in the Jefferies Account, as the case may be, as Collateral hereunder;
(ciii) the Lender shall will execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonable reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it that the Pledgor is entitled to exercise pursuant to paragraph (ai) above of this Section 7(a) and to receive the dividends or interest payments which dividends, if any, that it is authorized to receive and retain pursuant to paragraph (bii) aboveof this Section 7(a); and
(iv) all investments from time to time in the Jefferies Account and the non-cash proceeds thereof shall remain in the Jefferies Account (except for withdrawals by the Lender after an Event of Default) and the Pledgor may not withdraw any part of the Collateral from the Jefferies Account.
(iib) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All all rights of the Pledgor to exercise the voting and other consensual rights which it that the Pledgor would otherwise be entitled to exercise pursuant to Paragraph paragraph (i) of this Section 7(a), and to receive the dividends and interest payments which it and other distributions that the Pledgor would otherwise be authorized to receive and retain pursuant to Paragraph paragraph (iii) of this Section 7(a), shall cease, and (A) all such rights shall thereupon become vested in Lender who the Lender, which shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments., and (B) the Pledgor shall execute and deliver all such proxies and other instruments as the Lender may reasonably request for the purpose of enabling the Lender to exercise the voting and other rights that it is entitled to exercise pursuant to this Section 7(b)(i);
(bii) All the Lender is authorized to notify each debtor with respect to the Pledged Debt to make payment directly to the Lender and may collect any and all moneys due or to become due to the Pledgor in respect of the Pledged Debt and the Pledgor hereby authorizes each such debtor to make such payment directly to the Lender without any duty of inquiry;
(iii) without limiting the generality of the foregoing, the Lender 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 Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other adjustment of any Issuer of Collateral, or upon the exercise by any Issuer of Collateral of any right, privilege or option pertaining to any Collateral, and, in connection therewith, to deposit and deliver any and all of the Collateral with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may determine; and
(iv) all dividends and interest payments which and other distributions that are received by the Pledgor contrary to the provisions of subparagraph paragraph (ai) of this Paragraph (iiSection 7(b) shall be received in trust for the benefit of the Lender, shall be segregated from the other funds of Pledgor the Pledgor, and shall be forthwith paid over to the Lender and/or Jefferies & Company, Inc. as Collateral in the same exact form as so received (with any necessary endorsement or instrument of transfer)indorsement and/or appropriate stock powers duly executed in blank, to be held by the Lender and/or Jefferies & Company, Inc. as Collateral hereunder.
Appears in 1 contract
Samples: Pledge Agreement (Paulson Allen E)
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" Default (as defined in Paragraph 8 hereofhereinafter defined) or event which, with the giving of notice or the passage lapse of time, or both, would become an Event of Default, shall have occurred and be continuing;:
(ai) Pledgor Borrower shall be entitled have the right to exercise any and all voting and other consensual corporate rights pertaining with respect to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereofCollateral; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) Pledgor Borrower shall be entitled to receive and retain any and all dividends paid in respect of the Collateral; provided, however, that any and all
(1A) 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 Collateral,
(2B) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution of Lender or in connection with a reduction of capital, capital surplus or paid-in-surplussurplus of Lender, and
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and shall forthwith be forthwith delivered to the Lender to hold asas Collateral, Collateralor as may otherwise be agreed between Borrower and the Lender, and shall, if received by PledgorBorrower, be received in trust for the benefit of the Lender, be segregated from the other property or funds of PledgorBorrower, and be forthwith delivered to the Lender as Collateral in the same form as so received (with any necessary endorsement).
(b) Upon the occurrence and during the continuance of an Event of Default under the Note or hereunder:
(i) All rights of Borrower to exercise the voting and other consensual rights which the Borrower would otherwise be entitled to exercise pursuant to Section 7(a)(i) of this Agreement and to receive the dividend payments which the Borrower would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) of this Agreement shall cease, and Lender shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividend payments.
(ii) All dividend payments which are received by Borrower contrary to the provisions of Section 7(b)(i) shall be received in trust for the benefit of the Lender, shall be segregated from other funds of Borrower and shall be forthwith paid over to the Lender as Collateral in the same form as so received (with any necessary endorsement).
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon the occurrence and during the continuance of any The term "Event of Default" shall mean (as defined in Paragraph 8 hereof1) failure of Borrower to pay the unpaid principal due under the Note within fifteen (15) days after the date when due; or an event which(2) the insolvency, with the giving of notice or the lapse of timebankruptcy (which is not stayed within 60 days after its commencement), or bothdissolution of Borrower, would become an Event or (3) any material default by Borrower in the performance of Default:
(a) All rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise any covenant or agreement pursuant to Paragraph this Agreement which default is not cured within ten (i10) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (i) shall cease, and all such rights shall thereupon become vested in Lender who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest paymentsdays following written notice by Lender.
(b) All dividends and interest payments which are received by Pledgor contrary to the provisions of subparagraph (a) of this Paragraph (ii) shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender as Collateral in the same form as so received (with any necessary endorsement or instrument of transfer).
Appears in 1 contract
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) Default or event which, with the giving of notice or the passage lapse of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) Pledgor The Borrower shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such rightLoan.
(bii) Pledgor The Borrower shall be entitled to receive and retain any and all dividends paid in respect of the Collateral; provided, however, provided that any and all
(1A) dividends (including, but not limited to, stock 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 Collateralof the Collateral for any reason, including, but not limited to, any change in the number or kind of outstanding shares of any securities of any issuer of any of the Pledged Shares, or any successor to any such issuer, by reason of any recapitalization, merger, consolidation, reorganization, separation, liquidation, stock split, stock dividend, combination of shares, or other similar corporate event,
(2B) dividends and other distributions paid or payable in cash in respect of any of the 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
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any of the Collateral, shall be, and shall be forthwith delivered to Lender Compaq on behalf of Compaq, as applicable, to hold as, Collateral, as Collateral and shall, if received by Pledgorthe Borrower, be received in trust for the benefit of LenderCompaq, be segregated from the other property or funds of Pledgorthe Borrower, and be forthwith delivered to Lender Compaq as Collateral in the same form as so received (with any necessary endorsementindorsement or assignment).
(ciii) Lender Compaq shall execute and deliver (or cause to be executed and delivered) delivered to Pledgor the Borrower all such proxies and other instruments as Pledgor the Borrower may reasonable reasonably request for the purpose of enabling Pledgor the Borrower to exercise the voting and other rights which it the Borrower is entitled to exercise pursuant to paragraph (aSection 11(a)(i) above and to receive the dividends or interest payments which it the Borrower is authorized to receive and retain pursuant to paragraph (b) aboveSection 11(a)(ii).
(iib) Upon the occurrence and during the continuance of any "an Event of Default" (as defined in Paragraph 8 hereof) Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All rights of Pledgor the Borrower (A) to exercise or refrain from exercising the voting and other consensual rights which it the Borrower would otherwise be entitled to exercise pursuant to Paragraph Section 11
(a) (i) shall, upon notice to the Borrower by Compaq, cease and (B) to receive the dividends and interest payments which it the Borrower would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 7(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in Lender who Compaq which shall 6 thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Collateral such dividends and interest paymentsdividends.
(bii) All dividends and interest payments which are received by Pledgor the Borrower contrary to the provisions of subparagraph (a) of this Paragraph (iiSection 11(b)(i) shall be received in trust for the benefit of LenderCompaq, shall be segregated from other property and funds of Pledgor the Borrower and shall be forthwith paid over to Lender Compaq as Collateral in the same form as so received (with any necessary endorsement or instrument of transferindorsement).
Appears in 1 contract
Voting Rights; Dividends; Etc. in Respect of Pledged Equity.
(ia) So long as no "Default or Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;
(a) continuing Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(b) Pledgor shall be entitled to may receive and retain any and all dividends dividends, distributions or interest paid in respect of the CollateralPledged Equity; provided, however, that any and all
(1i) dividends dividends, 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 CollateralPledged Equity,
(2ii) dividends and other distributions paid or payable in cash in respect of any Collateral Pledged Equity 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
(3iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any CollateralPledged Equity, shall be, and shall forthwith be forthwith delivered to Lender Pledgee to hold as, Collateral, Pledged Equity and shall, if received by Pledgor, be received in trust for the benefit of LenderPledgee, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Lender as Collateral Pledgee in the same exact form as so received (with any 154 necessary endorsement)indorsement or appropriate stock powers duly executed in blank, to be held by Pledgee as Collateral.
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) a Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All all rights of Pledgor to exercise receive and retain the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends dividends, distributions and interest payments which it Pledgor would otherwise be authorized to receive and retain pursuant to Paragraph subsection (ia) of this Section 4.7 shall automatically cease, and all such rights shall thereupon become vested in Lender who Pledgee which shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral Pledged Equity such dividends dividends, distributions and interest payments.;
(bii) All without limiting the generality of the foregoing, Pledgee 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 Equity (except voting rights) as if it were the absolute owner thereof, including the right to exchange, in its discretion, any and all of the Pledged Equity upon the merger, consolidation, reorganization, recapitalization or other adjustment of Pledgor or any Subsidiary, or upon the exercise by Pledgor or any Subsidiary of any right, privilege or option pertaining to any Pledged Equity, and, in connection therewith, to deposit and deliver any and all of the Pledged Equity with any committee, depository, transfer, agent, registrar or other designated agent upon such terms and conditions as it may determine; and
(iii) all dividends and interest payments which are received by Pledgor contrary to the provisions of subparagraph subsection (ab) (i) of this Paragraph (ii) Section 4.7 shall be received in trust for the benefit of LenderPledgee, shall be segregated from other funds of Pledgor Pledgor, and shall be forthwith paid over to Lender Pledgee as Collateral Pledged Equity in the same exact form received, to be held by Pledgee as so received (Collateral. Anything herein to the contrary notwithstanding, Pledgee may not exercise any voting rights pertaining to the Pledged Equity, and Pledgor may at all times exercise any and all voting rights pertaining to the Pledged Equity or any part thereof for any purpose not inconsistent with the terms of this Agreement or any necessary endorsement other Obligation Document; provided, however, upon the occurrence and during the continuance of a Default or instrument an Event of transfer)Default, Pledgor will not exercise or refrain from exercising any such right, as the case may be, if Pledgee gives notice that, in Pledgee's judgment, such action would result in a Material Adverse Change with respect to the value of the Pledged Equity or the benefits to Pledgee of its security interest hereunder.
Appears in 1 contract
Samples: Credit Agreement (Prize Energy Corp)
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;
(a) Pledgor , the Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, Agreement or the Loan Agreement and the NoteIndenture; provided, however, that Pledgor the Company shall not exercise or shall refrain from exercising any such right if, in Lender's reasonable judgement, if such action or omission would have a material adverse effect on the value be inconsistent with or violate any provisions of the Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, this Agreement or the reasons for refraining from exercising, any such rightIndenture.
(b) Pledgor So long as no Event of Default shall have occurred and be continuing, and subject to the other terms and conditions of the Indenture, the Company shall be entitled to receive receive, and retain any to utilize (subject to the provisions of the Indenture) free and clear of the Lien of this Agreement, all dividends regular cash dividends, interest, principal and other payments and distributions paid from time to time in respect of the Collateral; providedPledged Shares, howeverprovided that upon the occurrence and during the continuance of an Event of Default, that any and all
all (1i) dividends dividends, other distributions, interest and principal payments paid or payable other than in cash in respect of, and the form of instruments and and/or other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
, (2ii) dividends and other distributions paid or payable in cash in respect of any Collateral Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
and (3iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall in each case be forthwith delivered to Lender the Collateral Agent to hold as, Collateral, as Pledged Collateral and shall, if received by Pledgorthe Company, be received in trust for the benefit of Lenderthe Collateral Agent and the Holders of Notes, be segregated from the other property or and funds of Pledgor, the Company and be forthwith delivered to Lender the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements).
(c) Lender The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to Pledgor the Company all such proxies and other instruments as Pledgor the Company may reasonable reasonably request in writing for the purpose of enabling Pledgor the Company to exercise the voting and other rights which that it is entitled to exercise pursuant to paragraph (aSections 6(a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b6(b) above.
(iid) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
, (ai) All all rights of Pledgor the Company to exercise the voting and other consensual rights which that it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 6(a) shall immediately and automatically cease, and all such rights shall thereupon become vested in Lender who the Collateral Agent, which, to the extent permitted by law, shall 6 thereupon have the sole right to exercise such voting and other consensual rights rights, and (ii) all dividends and other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent and the Company's right to receive and hold as Collateral such dividends and interest paymentscash payments pursuant to Section 6(b) hereof shall immediately cease.
(be) Upon the occurrence and during the continuance of an Event of Default, the Company shall execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend and interest payment orders and other instruments as are necessary or desirable to enable the Collateral Agent to exercise the voting and other rights that it is entitled to exercise pursuant to Section 6(d) above.
(f) All payments of interest, principal or premium and all dividends and interest payments which other distributions that are received by Pledgor the Company contrary to the provisions of subparagraph (a) of this Paragraph (ii) Section 6 shall be received in trust for the benefit of Lenderthe Collateral Agent and the Holders, shall be segregated from the other property or funds of Pledgor the Company and shall be forthwith paid over delivered to Lender the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferendorsements).
Appears in 1 contract
Samples: Pledge and Security Agreement (Hyperion Telecommunications Inc)
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;
(acontinuing with respect to which a Default Notice has been delivered to the Collateral Agent in accordance with Section 12(e) Pledgor hereof, the Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, Agreement or the Loan Agreement and the NoteIndenture; provided, however, that Pledgor the Pledgors shall not exercise or shall refrain from exercising any such right if, in Lender's reasonable judgement, if 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 Lender at least five (5) days' prior express written notice thereof or be inconsistent with or violate any provisions of the manner in which it intends to exercise, this Agreement or the reasons for refraining from exercising, any such rightIndenture.
(b) So long as no Event of Default shall have occurred and be continuing with respect to which a Default Notice has been delivered to the Collateral Agent in accordance with Section 12(e) hereof, and subject to the other terms and conditions of the Indenture, each Pledgor shall be entitled to receive receive, and retain any to utilize (subject to the provisions of the Indenture) free and clear of the Lien of this Agreement, all regular and ordinary cash dividends paid from time to time in respect of the Pledged Collateral; provided, however, that any and all.
(1c) Any and all (i) dividends paid or payable and other distributions (other than in cash in respect of, and instruments and other property dividends permitted under Section 6(b) hereof) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
, (2ii) 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
and (3iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall in each case be forthwith delivered to Lender the Collateral Agent to hold as, Collateral, as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of Lenderthe Collateral Agent and the Holders, be segregated from the other property or and funds of Pledgor, such Pledgor and be forthwith delivered to Lender the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements).
(cd) Lender The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to Pledgor the Pledgors all such proxies and other instruments as Pledgor the Pledgors may reasonable reasonably request for the purpose of enabling Pledgor the Pledgors to exercise the voting and other rights which that it is entitled to exercise pursuant to paragraph (aSections 6(a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b6(b) above.
(iie) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
Default with respect to which a Default Notice has been delivered to the Collateral Agent in accordance with Section 12(e) hereof, (ai) All all rights of Pledgor the Pledgors to exercise the voting and other consensual rights which that it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 6(a) shall cease, and all such rights shall thereupon become vested in Lender who the Collateral Agent, which, to the extent permitted by law, shall 6 thereupon have the sole right to exercise such voting and other consensual rights rights, and (ii) all dividends and other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent and each Pledgor's right to receive and hold as Collateral such dividends and interest paymentscash payments pursuant to Section 6(b) hereof shall immediately cease.
(bf) Upon the occurrence and during the continuance of an Event of Default with respect to which a Default Notice has been delivered to the Collateral Agent in accordance with Section 12(e) hereof, each Pledgor shall execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies and other instruments as the Collateral Agent may reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights that it is entitled to exercise pursuant to Section 6(e) above.
(g) All payments of dividends and interest payments which other distributions that are received by any Pledgor contrary to the provisions of subparagraph (a) of this Paragraph (ii) Section 6 shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender as Collateral in the same form as so received (with any necessary endorsement or instrument of transfer).the
Appears in 1 contract
Samples: Pledge Agreement (Shop Vac Corp)
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;
(acontinuing with respect to which a Default Notice has been delivered to the Collateral Agent in accordance with Section 12(e) hereof, the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, Credit Facility Documents or the reasons for refraining from exercising, any such rightAdditional Debt Documents.
(b) (i) So long as no Event of Default shall have occurred and be continuing with respect to which a Default Notice has been delivered to the Collateral Agent in accordance with Section 12(e) hereof, and subject to the terms of the Credit Facility Documents and the Additional Debt Documents, the Pledgor shall be entitled to receive receive, and retain to utilize free and clear of the Lien of this Agreement and without any and further action on the part of the Pledgor, the Collateral Agent, the Secured Parties or any other Person, all cash dividends paid from time to time in respect of the Collateral; providedPledged Shares and (ii) the Pledgor and any subsidiary thereof other than DP&L shall be entitled to receive, howeverand to utilize free and clear of the Lien of this Agreement and without any further action on the part of the Pledgor, that the Collateral Agent, the Secured Parties or any other Person, all Separation Assets from time to time transferred by DP&L, including by way of dividends and allother distributions in respect of the Pledged Shares.
(1c) Any and all (i) dividends paid or payable and other distributions (other than in cash in respect ofdividends permitted under Section 6(b)(i) hereof and dividends, and instruments and distributions or other property transfers of Separation Assets permitted under Section 6(b)(ii)) received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral,
Collateral and (2) dividends and other distributions paid or payable in cash in respect of any 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
(3ii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and shall in each case be forthwith delivered to Lender the Collateral Agent to hold as, Collateral, as Collateral and shall, if received by the Pledgor, be received in trust for the benefit of Lenderthe Collateral Agent and the Secured Parties, be segregated from the other property or and funds of Pledgor, the Pledgor and be forthwith delivered to Lender the Collateral Agent as Collateral in the same form as so received (with any necessary endorsementendorsements). The Pledgor shall notify the Collateral Agent in writing upon the receipt of any cash in accordance with the previous sentence.
(cd) Lender Subject to receipt of any necessary regulatory approval, the Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonable reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which that it is entitled to exercise pursuant to paragraph (aSections 6(a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b6(b) above.
(iie) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
Default with respect to which a Default Notice has been delivered to the Collateral Agent in accordance with Section 12(e) hereof, (ai) All all rights of the Pledgor to exercise the voting and other consensual rights which that it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 6(a) shall cease, and all such rights shall thereupon become become, subject to receipt of any necessary regulatory approval, vested in Lender who the Collateral Agent, which, to the extent permitted by law, shall 6 thereupon have the sole right to exercise such voting and other consensual rights rights, (ii) all dividends and other distributions payable in respect of the Collateral (other than Separation Assets) shall be paid to the Collateral Agent and the Pledgor’s right to receive such cash payments pursuant to Section 6(b) hereof shall immediately cease and hold as (iii) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Shares shall become vested in the Collateral Agent, which, to the extent permitted by law, shall thereupon have the sole right to exercise such dividends rights, privileges and interest paymentsoptions.
(bf) Upon the occurrence and during the continuance of an Event of Default with respect to which a Default Notice has been delivered to the Collateral Agent in accordance with Section 12(e) hereof, the Pledgor shall, subject to receipt of any necessary regulatory approval, execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies and other instruments as the Collateral Agent may reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights that it is entitled to exercise pursuant to Section 6(e) above.
(g) All payments of dividends and interest payments which other distributions that are received by the Pledgor contrary to the provisions of subparagraph (a) of this Paragraph (ii) Section 6 shall be received in trust for the benefit of Lenderthe Collateral Agent and the Secured Parties, shall be segregated from the other property or funds of the Pledgor and shall be forthwith paid over delivered to Lender the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement or instrument of transferendorsements).
(h) The Collateral Agent shall invest any portion of the Collateral that is comprised of cash in Permitted Investments as may be directed by the Pledgor in writing from time to time. “Permitted Investments” means (i) debt obligations issued or guaranteed by the government of the United States of America or any agency thereof for which the full faith and credit of the United States of America is pledged to secure payment in full at maturity and which are not redeemable at the option of the issuer prior to maturity and (ii) investments in time deposits, certificates of deposit or money market deposits entitled to U.S. Federal deposit insurance for the full amount thereof or issued by a bank or trust company which is organized under the laws of the United States or any state thereof having capital in excess of $500 million or any money-market fund sponsored by any registered broker dealer or mutual fund distributor; provided that no such investment shall mature later than 180 days after the date of acquisition thereof. The Collateral Agent shall have no liability (including for lost profits) in connection with investments of the Collateral. For the avoidance of doubt, the Pledgor’s right to exercise voting and other consensual rights pursuant to Section 6(a) and receive and retain cash dividends pursuant to Section 6(b)(i) (including cash dividends held by the Collateral Agent as additional collateral while an Event of Default had occurred and was continuing) shall automatically revert to the Pledgor and be reinstated following the cure or waiver of all Events of Default.
Appears in 1 contract
Voting Rights; Dividends; Etc. 6(a) Subject to paragraph (id) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event whichthis Section 6, with the giving of notice or the passage of time, or both, would become an Event of Default, shall have occurred and be continuing;
(a) Pledgor Pledgors shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Shares, the Pledged LLC Interests or any other stock or interest that becomes part of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement or the Credit Agreement, the Loan Agreement and the Note; provided, however, that Pledgor the Pledgors shall not exercise or refrain from exercising any such right if, in Lender's reasonable judgement, if such action would could reasonably be expected to have a material adverse effect on the value of the Collateral or any material part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
6(b) Subject to paragraph (be) Pledgor of this Section 6, the Pledgors shall be entitled to receive receive, retain, and retain use in any manner not prohibited by the Credit Agreement any and all interest and dividends paid in respect of the Collateral; provided, however, that any and all
(1i) 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 Collateral,
(2ii) dividends and other distributions paid or payable in cash in respect of any 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
(3iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to the Lender to hold as, Collateral, Collateral and shall, if received by Pledgorthe Pledgors, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Lender as Collateral in the same form as so received (with any necessary endorsementindorsement or assignment). The Pledgors shall, upon request by the Lender, 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).
(c6(c) The Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor the Pledgors all such proxies and other instruments as the applicable Pledgor may reasonable reasonably request for the purpose of enabling the applicable Pledgor to exercise the voting and other rights which that it is entitled to exercise pursuant to paragraph Section 6 (a) above hereof and to receive the dividends or and interest payments which that it is authorized to receive and retain pursuant to paragraph Section 6 (b) abovehereof.
(ii6(d) Upon the occurrence and during the continuance of any "Event of Default" (, the Lender shall have the right in its sole discretion, and the Pledgors shall execute and deliver all such proxies and other instruments as defined in Paragraph 8 hereof) may be necessary or an event whichappropriate to give effect to such right, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(a) All to terminate all rights of Pledgor the Pledgors to exercise or refrain from exercising the voting and other consensual rights which that it would otherwise be entitled to exercise pursuant to Paragraph Section 6 (a) hereof, and all such rights shall thereupon become vested in the Lender who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; provided, however, that the Lender shall not be deemed to possess or have control over any voting rights with respect to any Collateral unless and until the Lender has given written notice to the applicable Pledgor that any further exercise of such voting rights by the applicable Pledgor is prohibited and that the Lender and/or its assigns will henceforth exercise such voting rights; and provided, further, that neither the registration of any item of Collateral in the Lender's name nor the exercise of any voting rights with respect thereto shall be deemed to constitute a retention by the Lender 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) and all rights of the Pledgors to receive the dividends and interest payments which that it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 6(b) hereof shall cease, and all such rights shall thereupon become vested in the Lender who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments.as Collateral, and
(bii) All all payments of interest and dividends and interest payments which that are received by Pledgor the Pledgors contrary to the provisions of subparagraph paragraph (ai) of this Paragraph Section 6 (iie) shall be received in trust for the benefit of the Lender, shall be segregated from other funds of Pledgor the Pledgors and shall be forthwith paid over to the Lender as Collateral in the same form as so received (with any necessary endorsement or instrument of transferindorsement).
Appears in 1 contract
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) Default or event which, with the giving of notice or the passage lapse of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) 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 Pledge of Stock Agreement or the Credit Agreement, the Loan Agreement and the Note; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if, in Lender's the Agent’s reasonable judgementjudgment, 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 Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid in respect of the Pledged Collateral; , provided, however, that any and all
(1A) 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,
(2B) 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
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered delivered, less the taxes, if any, estimated by the Pledgor to Lender be payable by the Pledgor in respect of such distribution (in the event that any amount of any such distribution shall be withheld by the Pledgor in respect of taxes, the Pledgor shall deliver forthwith to the Agent a certificate of an officer of the Pledgor as to the “circumstances giving rise to such taxes and their computation), to the Agent to hold as, Collateral, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of Lenderthe Agent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to Lender the Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).
(ciii) Lender The Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonable reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (ai) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (bii) above.
(iib) Upon the occurrence and during the continuance of any "an Event of Default" (as defined in Paragraph 8 hereof) Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (iSection 6(a)(i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (iSection 6(a)(ii) shall cease, and all such rights shall thereupon become vested in Lender the Agent who shall 6 thereupon have the sole right to exercise such 3 voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments, subject to compliance with applicable state and federal banking regulations.
(bii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of subparagraph paragraph (ai) of this Paragraph (iiSection 6(b) shall be received in trust for the benefit of Lenderthe Agent, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to Lender the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferindorsement).
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Greater Bay Bancorp)
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) Pledgor Each of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Grantor or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock AgreementAgreement or the other Loan Documents; PROVIDED, the Loan Agreement and the Note; provided, howeverHOWEVER, that Pledgor no Grantor shall not exercise or refrain from exercising any such right if, in Lenderthe Agent's reasonable judgementjudgment, such action would have a material adverse effect on the value of the Security Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) Pledgor Each of the Grantors shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends dividends, interest and other distributions paid in respect of the CollateralSecurity Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Loan Documents; providedPROVIDED, howeverHOWEVER, that any and all:
(1A) dividends dividends, interest and other distributions 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 Security Collateral,
(2B) dividends and other distributions paid or payable in cash in respect of any Security 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,
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Security Collateral, and
(D) cash dividends paid or payable in violation of the terms of the Credit Agreement, shall be, and shall be forthwith delivered to Lender the Agent to hold as, Collateral, and shallSecurity Collateral and, if received by Pledgorany of the Grantors, shall be received in trust for the benefit of Lenderthe Agent, shall be segregated from the other property or funds of Pledgor, such Grantor and be forthwith delivered to Lender the Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement or assignment).
(ciii) Lender The Agent shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor each of the Grantors all such proxies and other instruments as Pledgor such Grantor may reasonable reasonably request for the purpose of enabling Pledgor such Grantor to exercise the voting and other rights which that it is entitled to exercise pursuant to paragraph (ai) above and to receive the dividends or interest payments which that it is authorized to receive and retain pursuant to paragraph (bii) above.
(iib) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All rights of Pledgor each of the Grantors to (A) exercise or refrain from exercising the voting and other consensual rights which it that such Grantor would otherwise be entitled to exercise pursuant to Paragraph subparagraph (i) of Section 7(a) shall, upon notice to such Grantor by the Agent, cease and to (B) receive the dividends dividends, interest and interest payments which it other distributions that such Grantor would otherwise be authorized to receive and retain pursuant to Paragraph subparagraph (iii) of Section 7(a) shall automatically cease, and all such rights shall thereupon become vested in Lender who the Agent, which shall 6 thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends dividends, interest and interest paymentsother distributions.
(bii) All dividends dividends, interest and interest payments which other distributions that are received by Pledgor any of the Grantors contrary to the provisions of subparagraph clause (ai) of this Paragraph (iiSection 7(b) shall be received in trust for the benefit of Lenderthe Agent, shall be segregated from other funds of Pledgor such Grantor and shall be forthwith paid over to Lender the Agent as Security Collateral in the same form as so received (with any necessary endorsement or instrument of transferindorsement).
Appears in 1 contract
Samples: Security Agreement (International Rectifier Corp /De/)
Voting Rights; Dividends; Etc. (i) So long as no "Default or Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(a) Pledgor The Grantor shall be entitled to make trades in the Securities Account (subject to the limitations set forth in Section 2(b) and Section 4) and exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, the Loan Agreement and the Notepurpose; provided, however, that Pledgor shall the Grantor will not exercise or and will refrain from exercising any such right if, in Lender's reasonable judgement, if such action is prohibited by the provisions herein or would have result in a material adverse effect on the value of the Collateral Margin Call or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such rightSell-Out Shortfall.
(b) Pledgor The Grantor shall be entitled to receive and retain any and all dividends dividends, interest and other distributions paid in respect of the Collateral; provided, however, that any and all
all (1i) dividends dividends, interest and other distributions 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 Collateral,
, (2ii) dividends and other distributions paid or payable in cash in respect of any such 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
and (3iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption redemption, exchange or conversion of, or in exchange for, such Collateral (including any CollateralCash Amount or other consideration payable upon any redemption, shall be, and exchange or conversion of any Pledged Units) shall be forthwith delivered to the Lender to hold as, Collateral, as Collateral and shall, if received by Pledgorthe Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of Pledgor, the Grantor and be forthwith delivered to the Lender as Collateral in the same form as so received (with any necessary endorsement).
(c) Lender shall execute and deliver (. Notwithstanding the foregoing or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(a) All rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (i) shall cease, and all such rights shall thereupon become vested in Lender who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments.
(b) All dividends and interest payments which are received by Pledgor contrary anything to the provisions contrary in this Agreement, the Grantor shall not, without the prior written consent of subparagraph (a) of this Paragraph (ii) shall be received in trust for the benefit of Lender, shall be segregated from other funds seek to or effect any redemption, exchange or conversion of Pledgor and shall be forthwith paid over to Lender as Collateral in all or any part of the same form as so received (with any necessary endorsement or instrument of transfer)Pledged Units.
Appears in 1 contract
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) Default or event which, with the giving of notice or the passage lapse of time, or both, would become an Event of Default, Default shall have occurred and be continuing;: 36
(ai) 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 Pledge of Stock Agreement, the Loan Agreement and the Note; provided, however, that that, the Pledgor shall not exercise or refrain from exercising any such right if, in the Lender's reasonable judgementjudgment, 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 Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) The Pledgor shall be entitled to receive and retain any and all dividends paid in respect of the Pledged Collateral; , provided, however, that any and all:
(1) 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,
(2) 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
(3) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall forthwith be forthwith delivered to the Lender to hold as, Collateral, and shallPledged Collateral and, if received by the Pledgor, shall be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).
(c) Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonable request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (b) above.
(ii) Upon the occurrence and during the continuance of any "an Event of Default" (as defined in Paragraph 8 hereof) Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (i6(a)(i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (i6(a)(ii) shall cease, and all such rights shall thereupon become vested in Lender the Lender, who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest dividend payments.
(bii) All dividends and interest dividend payments which are received by the Pledgor contrary to the provisions of subparagraph (a) of this Paragraph (ii6(b)(i) shall be received in trust for the benefit of the Lender, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement or instrument of transferendorsement).
Appears in 1 contract
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) or event which, with the giving of notice or the passage of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) Pledgor Each of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledge Collateral of such Grantor or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement, Agreement or the other Loan Agreement and the NoteDocuments; provided, however, that Pledgor no Grantor shall not exercise or refrain from exercising any such right if, in Lender's the Agent’s reasonable judgementjudgment, such action would have a material adverse effect on the value of the Pledge Collateral or any part thereof; and, provided, further, that Pledgor shall give Lender at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) Pledgor Each of the Grantors shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends dividends, interest and other distributions paid in respect of the CollateralPledge Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Loan Documents; provided, however, that any and all:
(1A) dividends dividends, interest and other distributions 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 Pledge Collateral,
(2B) dividends and other distributions paid or payable in cash in respect of any Pledge 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,
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledge Collateral, and
(D) cash dividends paid or payable in violation of the terms of the Credit Agreement, shall be, and shall be forthwith delivered to Lender the Agent to hold as, Collateral, and shallPledge Collateral and, if received by Pledgorany of the Grantors, shall be received in trust for the benefit of Lenderthe Agent, shall be segregated from the other property or funds of Pledgor, such Grantor and be forthwith delivered to Lender the Agent as Pledge Collateral in the same form as so received (with any necessary endorsementindorsement or assignment).
(ciii) Lender The Agent shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor each of the Grantors all such proxies and other instruments as Pledgor such Grantor may reasonable reasonably request for the purpose of enabling Pledgor such Grantor to exercise the voting and other rights which that it is entitled to exercise pursuant to paragraph (ai) above and to receive the dividends or interest payments which that it is authorized to receive and retain pursuant to paragraph (bii) above.
(iib) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(ai) All rights of Pledgor each of the Grantors to (A) exercise or refrain from exercising the voting and other consensual rights which it that such Grantor would otherwise be entitled to exercise pursuant to Paragraph subparagraph (i) of Section 7(a) shall, upon notice to such Grantor by the Agent, cease and to (B) receive the dividends dividends, interest and interest payments which it other distributions that such Grantor would otherwise be authorized to receive and retain pursuant to Paragraph subparagraph (iii) of Section 7(a) shall automatically cease, and all such rights shall thereupon become vested in Lender who the Agent, which shall 6 thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Pledge Collateral such dividends dividends, interest and interest paymentsother distributions.
(bii) All dividends dividends, interest and interest payments which other distributions that are received by Pledgor any of the Grantors contrary to the provisions of subparagraph clause (ai) of this Paragraph (iiSection 7(b) shall be received in trust for the benefit of Lenderthe Agent, shall be segregated from other funds of Pledgor such Grantor and shall be forthwith paid over to Lender the Agent as Pledge Collateral in the same form as so received (with any necessary endorsement or instrument of transferindorsement).
Appears in 1 contract
Samples: Credit Agreement (International Rectifier Corp /De/)
Voting Rights; Dividends; Etc. (ia) So long as no "Event of Default" (as defined in Paragraph 8 hereof) Default or event which, with the giving of notice or the passage lapse of time, or both, would become an Event of Default, Default shall have occurred and be continuing;:
(ai) Pledgor The Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Security Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge of Stock Agreement or the Securities Purchase Agreement, the Loan Agreement and the Note; provided, however, that Pledgor the Grantor shall not exercise 13 14 or refrain from exercising any such right if, in Lenderthe Agent's reasonable judgementjudgment, such action would have a material adverse effect on the value of the Security Collateral or any part thereof; , and, provided, further, that Pledgor the Grantor shall give Lender the Agent at least five (5) days' prior express written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right.
(bii) Pledgor The Grantor shall be entitled to receive and retain any and all dividends and interest paid in respect of the Security Collateral; , provided, however, that any and all
(1A) 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 Security Collateral,
(2B) dividends and other distributions paid or payable in cash in respect of any Security 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
(3C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to Lender the Agent to hold as, Collateral, Security Collateral and shall, if received by Pledgorthe Grantor, be received in trust for the Agent for the benefit of Lenderthe Secured Parties, be segregated from the other property or funds of Pledgorthe Grantor, and be forthwith delivered to Lender the Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement or assignment).
(ciii) Lender The Agent shall execute and deliver (or cause to be executed and delivered) to Pledgor the Grantor all such proxies and other instruments as Pledgor the Grantor may reasonable 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 paragraph (ai) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (bii) above.
(ii) Upon the occurrence and during the continuance of any "Event of Default" (as defined in Paragraph 8 hereof) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(a) All rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Paragraph (i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Paragraph (i) shall cease, and all such rights shall thereupon become vested in Lender who shall 6 thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments.
(b) All dividends and interest payments which are received by Pledgor contrary to the provisions of subparagraph (a) of this Paragraph (ii) shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender as Collateral in the same form as so received (with any necessary endorsement or instrument of transfer).
Appears in 1 contract
Samples: Security and Pledge Agreement (Nextera Enterprises Inc)
