Common use of Control Requirements Clause in Contracts

Control Requirements. (a) [Reserved]. (b) With respect to any Uncertificated Security of a Subsidiary of the Company included in the Collateral (other than any (x) Uncertificated Securities constituting Collateral credited to a Securities Account, (y) Uncertificated Securities constituting Specified Minority Investments and (z) Uncertificated Securities issued by Immaterial Foreign Subsidiaries), each Grantor shall cause, within the compliance period set forth in Section 4.05, the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter-of-Credit Rights included in the Collateral (other than any Letter-of-Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest) with a value in excess of $35,000,00070,000,000 individually, each Grantor shall ensure, within the compliance period set forth in Section 4.05, that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent.

Appears in 1 contract

Sources: Refinancing Amendment (Hologic Inc)

Control Requirements. (a) [Reserved]. (b) With respect to any Uncertificated Security of a Subsidiary of the Company included in the Collateral (other than any (x) Uncertificated Securities constituting Collateral credited to a Securities Account, (y) Uncertificated Securities constituting Specified Minority Investments and (z) Uncertificated Securities issued by Immaterial Foreign Subsidiaries), each Grantor shall cause, within the compliance period set forth in Section 4.05, cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (cb) With respect to any Letter-of-Letter of Credit Rights included in the Collateral (other than any Letter-of-Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest) with a value exceeding $10,000,000 individually or $30,000,000 in excess of $35,000,00070,000,000 individuallythe aggregate, each Grantor shall ensure, within the compliance period set forth in Section 4.05, that Collateral Agent has Control thereof by obtaining promptly use commercially reasonable efforts to obtain the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (c) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $10,000,000 individually or $30,000,000 in the aggregate.

Appears in 1 contract

Sources: Pledge and Security Agreement (Grifols SA)

Control Requirements. (a) [Reserved]. (b) With respect to any Uncertificated Security of a Subsidiary of the Company included in the Collateral (other than any (x) Uncertificated Securities constituting (x) Collateral credited to a Securities AccountAccount and, (y) Uncertificated Securities constituting Specified Minority Investments and (z) Uncertificated Securities issued by Immaterial Foreign Subsidiaries), each Grantor shall cause, within the compliance period set forth in Section 4.05, the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter-of-Credit Rights included in the Collateral (other than any Letter-of-Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest) with a value in excess of $35,000,00070,000,000 35,000,000 individually, each Grantor shall ensure, within the compliance period set forth in Section 4.05, that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent.

Appears in 1 contract

Sources: Refinancing Amendment (Hologic Inc)