Rights of Pledgor Clause Samples
The 'Rights of Pledgor' clause defines the specific rights retained by the pledgor, or the party providing collateral, during the term of a pledge agreement. Typically, this clause outlines which rights the pledgor maintains over the pledged assets, such as the right to receive dividends or interest, or to substitute collateral under certain conditions, unless and until a default occurs. By clearly delineating these rights, the clause ensures that both parties understand the extent of the pledgor's control and access to the collateral, thereby preventing disputes and providing legal certainty during the pledge period.
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Rights of Pledgor. Unless an Event of Default shall have occurred and be continuing:
(a) Subject to the Letter Agreement, Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement and the Intercreditor Agreement. Pledgor shall not in any event exercise or refrain from exercising such right in a manner which would (or take or omit to take any other action which would) authorize or effect
(i) the dissolution or liquidation, in whole or in part, of the Company, (ii) the consolidation or merger of the Company with any corporation or other entity unless the party to such merger or consolidation agrees to assume the obligations hereunder and under the Intercreditor Agreement, (iii) the sale, disposition or encumbrance of any asset of the Company, except in the ordinary course of business consistent with past practice or as permitted by the Intercreditor Agreement, (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of the Company, or the issuance of any additional capital shares of the Company unless such Additional Shares are pledged to IPG to the extent required herein, or (v) the alteration of the voting rights with respect to the shares of the Company.
(b) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and cash distributions (except cash dividends paid or payable in respect of the total or partial liquidation of an issuer) paid on the Pledged Shares. All stock dividends and all distributions (other than cash distributions governed by the immediately preceding sentence) in respect of any of the Collateral, whenever paid or made after the payment in full of the Senior Obligations, shall be delivered to IPG and held by it subject to the Lien created by this Agreement.
Rights of Pledgor. So long as no Default has occurred and is continuing (as used, herein, the term "Default" shall mean and include (i) the failure of Pledgor to perform any of her Obligations when due, (ii) any material misrepresentation by Pledgor in or with respect to any provision of the Agreement or the Note, or (iii) any attachment of the Collateral at any time pursuant to any court order or other legal process), (a) Pledgor shall be entitled to vote or consent with respect to the Collateral in any manner not inconsistent with the Agreement or the Note, and (b) all cash distributions with respect to the Shares shall, anything in Section 2 or elsewhere herein to the contrary notwithstanding, be the sole and exclusive property of Pledgor.
Rights of Pledgor. Until a Default or an Event of Default shall have occurred:
(a) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Amended and Restated Facility Agreement; provided, that Pledgor shall not exercise or shall refrain from exercising such right if, in Pledgee's judgment, such action would have a material adverse effect on the value of the Pledged Shares or any part thereof, and provided, further, that Pledgor shall give Pledgee at least five days' prior 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, from time to time, to collect and receive for its own use all cash dividends (except cash dividends paid or payable in respect of the total or partial liquidation of an issuer) paid on the Pledged Shares; provided, however, that until actually paid, all rights to such dividends shall remain subject to the Lien of this Agreement. All dividends (other than cash dividends governed by the immediately preceding sentence) and all other distributions in respect of any of the Collateral, whenever paid or made, shall be delivered to Pledgee and held by it subject to the Lien created by this Agreement.
Rights of Pledgor. Prior to the occurrence of an Event of Default:
(a) Pledgor shall have the right to exercise all voting and other powers pertaining to the Pledged Stock for all purposes; and
(b) All dividends or other distributions with respect to the Pledged Stock shall be payable to Pledgor; provided, however, that following an Event of Default, all dividends or other distributions with respect to the Pledged Stock shall be payable to Pledgee.
Rights of Pledgor. So long as no Event of Default has occurred and is continuing after the applicable cure period described in Section 11 of the Loan Agreement, if any, and so long as Pledgee has not transferred the Collateral to its own name:
(i) Pledgor shall be entitled to receive and retain any cash dividends or cash interest payments paid on the Collateral; and
(ii) Pledgor shall be entitled to vote or consent with respect to the Collateral in any manner not inconsistent with this Agreement or the Guarantee. Pledgor hereby grants to Pledgee an irrevocable proxy to vote the Collateral, which proxy shall be effective upon the occurrence and continuation of an Event of Default and upon Pledgee transferring the Collateral to its own name.
(iii) Pledgor shall have the right to demand from time to time all or a portion of the Collateral be transferred on Pledgee's behalf to brokers for sale and the application of the net proceeds of such sale to repay Borrower's Obligations under the Loan Agreement. Upon the request of Pledgee, Pledgor agrees to deliver to Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Collateral purported to be owned by Pledgor as Pledgee may request.
Rights of Pledgor. During such time that Secured Party holds the Pledged Shares, and until such time as Secured Party forecloses on such Pledged Shares pursuant to the terms of paragraph 6 hereof, Pledgor shall be the owner of such Pledged Shares and shall have the right to vote and give consents with respect to the Pledged Shares and to collect and receive dividends paid in respect of the Pledged Shares, and Secured Party shall have no right to sell, transfer, pledge, hypothecate or otherwise transfer the Pledged Shares to any third party.
Rights of Pledgor. Unless and until an Event of Default occurs and shall be continuing, the Pledgor shall be entitled:
(a) to vote all or any part of the Pledged Interests at any and all shareholder meetings of Holdings and to execute consents in respect thereof, and to consent to, ratify, or waive notice of any or all shareholder meetings of Holdings with the same force and effect as if this Agreement had not been made for any purpose not inconsistent with the terms of this Agreement and, if necessary and upon the receipt of the written request from Holdings and/or the Pledgor, Oak Street shall from time to time execute and deliver appropriate proxies for that purpose, and
(b) to receive and collect or to have paid over all dividends declared or paid on the Pledged Interests, except (i) any distributions relating to any redemption or share repurchase or (ii) liquidating distributions (either partial or complete), provided that any and all such excepted dividends and distributions shall constitute additional collateral for the purposes of this Agreement and shall be received in trust for the benefit of Oak Street, be segregated from the other property and funds of the Pledgor and shall be delivered and pledged with Oak Street in accordance with Section 2(b) hereof.
Rights of Pledgor. During such time that Secured Party holds the Pledged Shares, and until such time as Secured Party forecloses on such Pledged Shares pursuant to the terms of paragraph 6 hereof, Pledgor shall be the owner of such Pledged Shares and shall have the right to vote and give consents with respect to the Pledged Shares and to collect and receive dividends paid in respect of the Pledged Shares, and Secured Party shall have no right to sell, transfer, pledge, hypothecate or otherwise transfer the Pledged Shares to any third party. Notwithstanding the foregoing, and in addition to its rights pursuant to Section 6 hereof, in the event that there shall be and for so long as there shall be a continuing default by Pledgor under the Judgment and/or the Settlement Agreement, Secured Party shall have the right to vote the Pledged Shares.
Rights of Pledgor. Unless an Event of Default shall have occurred and be continuing, notwithstanding any other provision of this Agreement to the contrary, Pledgor shall be entitled to (a) exercise any and all voting and other consensual rights pertaining to the related LLC Interests or any part thereof for any purpose not inconsistent with the terms of this Agreement or the other Loan Documents and (b) receive and use, free and clear of any lien created hereby or any security interest granted by Pledgor to Lender hereunder, for any purpose, any distributions actually made and any allocations actually made with respect to the LLC Interests (whether as a distribution of net cash flow or otherwise).
Rights of Pledgor. 5.1 Until written notice from the Collateral Agent revoking such rights, the Pledgor shall have the right to (i) receive and retain all dividends and all other payments in respect of the Pledged Shares and (ii) receive, retain and exercise all other Ancillary Rights. Such written notice shall only be given by the Collateral Agent when the Pledgees are entitled to revoke the Pledgor's rights under this Clause 5.1 pursuant to Clause 8.1 (a), first sentence. For the avoidance of doubt, the parties hereby agree that the Depository Bank may rely on any written notice from the Collateral Agent hereunder without having to enquire whether the conditions of Clause 8.1 (a), or any other conditions, are satisfied.
5.2 The voting rights pertaining to the Shares remain with the Pledgor subject, however, to the provisions of Clause 7.4 below.