Investment Property and Instruments Clause Samples
Investment Property and Instruments. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Investment Property (including Pledged Stock) and all payments made in respect of Instruments (including the Pledged Notes), in each case paid in the normal course of business of the relevant Issuer and consistent with past practice and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided that no vote shall be cast or corporate or other organizational right exercised or other action taken which would be inconsistent with or result in any violation of any provision of the Credit Agreement or this Agreement.
(b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give written notice of its intent to exercise its rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property constituting Collateral hereunder and make application thereof to the Obligations in such order as the Collateral Agent may determine, and (ii) the Collateral Agent shall have the right to cause any or all of the Investment Property to be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property constituting Collateral hereunder upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of such Investment Prop...
Investment Property and Instruments all shares, stock, warrants, bonds, debentures, debenture stock and other investment property and all instruments (collectively, the “Securities”);
Investment Property and Instruments. At the written request of the Secured Party, upon and after the occurrence and during the continuance of any Event of Acceleration, the Secured Party or its designee are entitled to receive all distributions and payments of any nature with respect to any Investment Property or Instruments, and all such distributions or payments received by the Company shall be held in trust for the Secured Party or its designee to the extent permitted by applicable law and, in accordance with the Secured Party’s instructions, remitted to the Secured Party or its designee or deposited to an account with the Secured Party or its designee in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence and during the continuance of an Event of Acceleration, at the written request of the Secured Party, any such distributions and payments with respect to any Investment Property held in any Securities Account shall be held and retained in such Securities Account, in each case as part of the Collateral. Additionally, the Secured Party has the right, upon the occurrence and during the continuance of an Event of Acceleration, following prior written notice to the Company, to vote and to give consents, ratifications and waivers with respect to any Investment Property and Instruments, and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining thereto to the extent permitted by applicable law as if the Secured Party were the absolute owner thereof; provided, that the Secured Party has no duty to exercise any of the foregoing rights afforded to it and is not responsible to the Company or any other Person for any failure to do so or delay in doing so to the extent permitted by applicable law.
Investment Property and Instruments. At the request of the Collateral Agent, upon the occurrence and during the continuance of any Event of Default, the Collateral Agent shall be entitled to receive all distributions and payments of any nature with respect to any Investment Property or Instruments, and all such distributions or payments received by the Borrower shall be held in trust for the Collateral Agent and, in accordance with the Collateral Agent’s instructions, remitted to the Collateral Agent or deposited to an account with the Collateral Agent in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence and during the continuance of an Event of Default any such distributions and payments with respect to any Investment Property held in any securities account shall be held and retained in such securities account, in each case as part of the Collateral hereunder. Additionally, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, following prior written notice to the Borrower, to vote and to give consents, ratifications and waivers with respect to any Investment Property and Instruments, and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining thereto, as if the Collateral Agent were the absolute owner thereof; provided that the Collateral Agent shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to the Borrower or any other Person for any failure to do so or delay in doing so.
Investment Property and Instruments. At the request of the Collateral Agent, upon instruction of the Instructing Group, if there exists at such time any Event of Default, the Collateral Agent shall be entitled, subject to the Intercreditor Agreement, to receive all distributions and payments of any nature with respect to any Investment Property or Instruments, and all such distributions or payments received by Grantor shall be held in trust for the Collateral Agent and, in accordance with any of the its instructions (with the consent of the Instructing Group), remitted to the Collateral Agent or deposited to an account with the Administrative Agent in the form received (with any necessary endorsements or instruments of assignment or transfer). If there exists any Default or Event of Default any such distributions and payments with respect to any Investment Property held in any securities account shall be held and retained in such securities account, in each case as part of the Collateral hereunder. Additionally, the Collateral Agent shall have the right, if there exists any Default or Event of Default, following prior written notice to Grantor, to vote and to give consents, ratifications and waivers with respect to any Investment Property and Instruments, and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining thereto, as if the Collateral Agent was the absolute owner thereof; provided that the Collateral Agent shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to Grantor or any other Person for any failure to do so or delay in doing so.
Investment Property and Instruments. (1) Schedule “A” lists all Securities and Instruments owned or held by the Obligor and all securities accounts of the Obligor on the date of this Agreement. Schedule “A” sets out, for each class of Securities listed in the schedule, the percentage amount that such Securities represent of all issued and outstanding Securities of that class and whether the Securities are certificated securities or uncertificated securities.
(2) Except as described in Schedule “A”, no transfer restrictions apply to the Securities and Instruments listed in Schedule “A”. The Obligor has delivered to the Collateral Agent copies of all shareholder, partnership or trust agreements applicable to each issuer that is a Subsidiary of the Obligor of such Securities and Instruments which are in the Obligor’s possession and confirms that any interest in a partnership or limited liability company that now, or at any time, forms part of the Collateral is, and will be, a “security” for the purposes of the STA.
(3) The Obligor will promptly notify the Collateral Agent upon becoming aware of any change in an “issuer’s jurisdiction” in respect of any uncertificated Securities that are Collateral or any change in a “securities intermediary’s jurisdiction” in respect of any security entitlements, financial assets or securities accounts that are Collateral.
(4) The Obligor will not, after the date of this Agreement, establish and maintain any securities accounts with any securities intermediary unless (1) it gives the Collateral Agent 30 days’ prior written notice of its intention to establish such new securities account, (2) such securities intermediary is reasonably acceptable to the Collateral Agent, and (3) the securities intermediary and the Obligor (i) execute and deliver a control agreement with respect to such securities account that is in form and substance, satisfactory to the Collateral Agent, or (ii) transfer the financial assets in such securities account into a securities account in the name of the Collateral Agent.
(5) If the Obligor owns or acquires any Instrument constituting Collateral with a face value in excess of US$500,000 individually (other than checks and other payment instruments received and collected in the ordinary course of business), the Obligor will concurrently with the delivery of the next Compliance Certificate provided under the Credit Agreement thereafter notify the Collateral Agent thereof, and upon request by the Collateral Agent will promptly deliver such I...
Investment Property and Instruments. At the request of the Agent, upon and after the occurrence of any Default, the Agent shall be entitled to receive all distributions and payments of any nature with respect to any Investment Property or Instruments, and all such distributions or payments received by any Grantor shall be held in trust for the Agent and, in accordance with the Agent's instructions, remitted to the Agent or deposited to an account with the Agent in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence of a Default any such distributions and payments with respect to any Investment Property held in any securities account shall be held and retained in such securities account, in each case as part of the Collateral hereunder. Additionally, the Agent shall have the right, upon the occurrence of a Default, to vote and to give consents, ratifications and waivers with respect to any Investment Property and Instruments, and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining thereto, as if the Agent were the absolute owner thereof; provided that the Agent shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to the Grantors or any other Person for any failure to do so or delay in doing so.
Investment Property and Instruments. Upon and after the occurrence of any Event of Default, the Lenders shall be entitled to receive all distributions and payments of any nature with respect to any investment property or instruments, and all such distributions or payments received by the Borrower shall be held in trust for the Lenders and, in accordance with the Lenders’ instructions, remitted to the Lenders in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence of an Event of Default which has not been waived in writing, any such distributions and payments with respect to any investment property held in any securities account shall be held and retained in such securities account, in each case as part of the Borrower Collateral hereunder. Additionally, the Lenders shall have the right, upon the occurrence of an Event of Default which has not been waived in writing, following prior written notice to the Borrower, to vote and to give consents, ratifications and waivers with respect to any investment property and instruments of the Borrower, and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining thereto, as if the Lenders were the absolute owner thereof; provided that the Lenders shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to the Borrower or any other Person for any failure to do so or delay in doing so.
Investment Property and Instruments all of the following (being collectively referred to herein as the "Investment Property Collateral"):
(i) all securities accounts in the name of the Debtor, including any and all assets of whatever type or kind deposited in or credited to such securities accounts, including all financial assets, all security entitlements related to such financial assets, and all security certificates and other certificates and instruments from time to time representing or evidencing the same, and all dividends, whether in shares, money or property, interest, distributions, cash and other property from time to time received or receivable upon or paid or payable on account of any return on, or repayment of, capital or otherwise distributed or distributable in respect of or in exchange for any or all of the foregoing;
(ii) all Stock;
(iii) all financial assets;
(iv) all security entitlements;
(v) all other property that may at any time be received or receivable or otherwise distributed or distributable to or for the account of the Debtor in respect of, in substitution for, in addition to or in exchange for, any of the foregoing; and
(vi) all proceeds in respect of the foregoing described in this subparagraph (f) and all rights and interest of the Debtor in respect thereof or evidenced thereby including all money received or receivable from time to time by the Debtor in connection with the sale of any of the foregoing (including all proceeds received or receivable in connection with the redemption or purchase for cancellation of any of the Pledged Shares);
Investment Property and Instruments all of the following (being collectively referred to herein as the “Investment Property Collateral”):