Voting and Distributions. So long as no Event of Default shall ------------------------- have occurred and be continuing, (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise -------- or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party's reasonable judgment, such action would have a Material Adverse Effect; and provided further, such Grantor shall give -------- ------- Secured Party at least five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by such Grantor of any Pledged Shares for or such Grantor's consent to the election of directors or other members of a governing body of an issuer of Pledged Shares at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor (B) such Grantor's consent to or approval of any action otherwise not prohibited 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, and no notice of any such voting or consent need be given to Secured Party); (ii) each Grantor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest paid in respect of the Securities Collateral;
Appears in 1 contract
Voting and Distributions. So long as no Event of Default ------------------------- shall ------------------------- have occurred and be continuing, (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall -------- exercise -------- or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party's reasonable judgment, such action would have a Material Adverse Effect; and provided further, such Grantor shall ---------------- give -------- ------- Secured Party at least five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by such Grantor of any Pledged Shares for or such Grantor's consent to the election of directors or other members of a governing body of an issuer of Pledged Shares at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor (B) such Grantor's consent to or approval of any action otherwise not prohibited 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, and no notice of any such voting or consent need be given to Secured Party); (ii) each Grantor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest paid in respect of the Securities Collateral;; provided, any and all (A) 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 Securities Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Securities Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Securities Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Securities Collateral and shall, if received by such Grantor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of such Grantor and be forthwith delivered to Secured Party as Securities Collateral in the same form as so received (with all necessary endorsements); and (
Appears in 1 contract
Voting and Distributions. So long as no Event of Default shall ------------------------- ------------------------ have occurred and be continuing, (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise -------- or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party's reasonable judgment, such action would have a Material Adverse Effect; and provided further, such Grantor shall give -------- ------- Secured Party at least five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by such Grantor of any Pledged Shares for or such Grantor's consent to the election of directors or other members of a governing body of an issuer of Pledged Shares at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor (B) such Grantor's consent to or approval of any action otherwise not prohibited 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, and no notice of any such voting or consent need be given to Secured Party); (ii) each Grantor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest paid in respect of the Securities Collateral;Securities
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall ------------------------- have occurred and be continuing:
(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Indenture, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit AgreementIndenture; providedand
(2) the Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, no and other instruments as such Grantor shall may from time to time reasonably request for the purpose of enabling such Grantor to exercise -------- the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (A) above;
(ii) Upon the occurrence and during the continuation of an Event of Default:
(1) all rights of each Grantor to exercise or refrain from exercising any the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such right if rights shall thereupon become vested in the Secured Party who shall thereupon have notified the sole right to exercise such Grantor that, voting and other consensual rights; and
(2) in Secured Party's reasonable judgment, such action would have a Material Adverse Effect; and provided further, such Grantor shall give -------- ------- order to permit the Secured Party at least five Business Days' prior written notice of to exercise the manner in voting and other consensual rights which it intends may be entitled to exercise, or the reasons for refraining from exercising, any such right exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder:
(it being understood, however, that neither (A) the voting by such Grantor of any Pledged Shares for or such Grantor's consent to the election of directors or other members of a governing body of an issuer of Pledged Shares at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor (B) such Grantor's consent to or approval of any action otherwise not prohibited 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, and no notice of any such voting or consent need be given to Secured Party); (iia) each Grantor shall promptly execute and deliver (or cause to be entitled executed and delivered) to receive the Secured Party all proxies, dividend payment orders and retain, other instruments as the Secured Party may from time to time reasonably request and to (b) the each Grantor acknowledges that the Secured Party may utilize free and clear the power of the lien of this Agreement, any and all dividends, other distributions and interest paid attorney set forth in respect of the Securities Collateral;Section 6.
Appears in 1 contract
Sources: Pledge and Security Agreement (Atlantic Coast Entertainment Holdings Inc)
Voting and Distributions. (i) So long as no Event of Default shall ------------------------- have occurred and be continuing, (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral Investment Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise -------- or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party's reasonable judgment, such action would have a Material Adverse Effectmaterial adverse effect on the value of the Investment Property or any part thereof; and provided further, such Grantor shall give -------- ------- Secured Party at least five two Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by such Grantor of any Pledged Shares for or such Grantor's consent to the election of directors or other members of a governing body of an issuer of Pledged Shares at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor (B) such Grantor's consent to or approval of any action otherwise not prohibited 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, and no notice of any such voting or consent need be given to Secured Party); (ii) each Grantor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions dividends and interest paid in respect of the Securities Collateral;Investment Property; provided, any and all dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Investment Property, dividends and other distributions paid or payable in cash in respect of any 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 cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Investment Property, shall be, and shall forthwith be delivered to Secured Party to hold as, Investment Property and shall, if received by Grantor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Grantor and be forthwith delivered to Secured Party as Investment Property in the same form as so received (with all necessary endorsements); and Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Grantor all such proxies, dividend payment orders and other instruments as Grantor may from time to time reasonably request for the purpose of enabling Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to clause (2) above.
(ii) Upon the occurrence and during the continuation of an Event of Default, upon written notice from Secured Party to any Grantor, all rights of Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease at the election of Secured Party, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; all rights of Grantor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease at the election of Secured Party, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Investment Property such dividends and interest payments; and all payments which are received by Grantor contrary to the provisions of clause (2) above shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Grantor and shall forthwith be paid over to Secured Party as Investment Property in the same form as so received (with any necessary endorsements); and (4) all rights of such Grantor or receive any and all payments under or in connection with the Partnership Agreements and/or the LLC Agreements, including but not limited to the profits, dividends, and other distributions which it would otherwise be authorized to receive and retain pursuant hereto, shall cease at the election of Secured Party, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold such payments as collateral.
(iii) IN ORDER TO PERMIT SECURED PARTY TO EXERCISE THE VOTING AND OTHER CONSENSUAL RIGHTS WHICH IT MAY BE ENTITLED TO EXERCISE PURSUANT HERETO AND TO RECEIVE ALL DIVIDENDS AND OTHER DISTRIBUTIONS WHICH IT MAY BE ENTITLED TO RECEIVE HEREUNDER, GRANTOR SHALL PROMPTLY EXECUTE AND DELIVER (OR CAUSE TO BE EXECUTED AND DELIVERED) TO SECURED PARTY ALL SUCH PROXIES, DIVIDEND PAYMENT ORDERS AND OTHER INSTRUMENTS AS SECURED PARTY MAY FROM TIME TO TIME REASONABLY REQUEST, AND WITHOUT LIMITING THE EFFECT OF CLAUSE (1) ABOVE, GRANTOR HEREBY GRANTS TO SECURED PARTY AN IRREVOCABLE PROXY TO VOTE THE PLEDGED SHARES AND TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS), WHICH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY OTHER PERSON (INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, AND WHICH PROXY SHALL ONLY TERMINATE UPON THE PAYMENT IN FULL OF THE SECURED OBLIGATIONS.
Appears in 1 contract
Sources: Pledge and Security Agreement (Convergent Communications Inc /Co)
Voting and Distributions. So long as no Event of Default shall ------------------------- have occurred and be continuing, (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise -------- or refrain from exercising any such right if the Secured Party shall have notified such Grantor that, in the Secured Party's reasonable judgment, such action would have a Material Adverse Effect; and provided further, such Grantor ---------------- shall give -------- ------- the Secured Party at least five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by such Grantor of any Pledged Shares Interests for or such Grantor's consent to the election of directors or other members of a governing body of an issuer of Pledged Shares Interests at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor (B) such Grantor's consent to or approval of any action otherwise not prohibited 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 SectionSection 9(c), and no notice of any ------------ such voting or consent need be given to the Secured Party); (ii) each Grantor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest paid in respect of the Securities Collateral;; provided, any and all (A) -------- 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 Securities Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Securities Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Securities Collateral, shall be, and shall forthwith be delivered to the Secured Party to hold as, Securities Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Secured Party as Securities Collateral in the same form as so received (with all necessary endorsements); and (iii) the Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies, dividend payment orders and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to clause (i) above and to receive the dividends, distributions, principal or interest payments which it is authorized to receive and retain pursuant to clause (ii) above. Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from the Secured Party to any Grantor, all rights of such Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) all rights of such Grantor to receive the dividends, other distributions and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to receive and hold as Securities Collateral such dividends, other distributions and interest payments; and (z) all dividends, principal, interest payments and other distributions which are received by such Grantor contrary to the provisions of clause (ii) of the immediately preceding paragraph or clause (y) above shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of such Grantor and shall forthwith be paid over to the Secured Party as Securities Collateral in the same form as so received (with any necessary endorsements). In order to permit the Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (I) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to the Secured Party an irrevocable proxy to vote the Pledged Interests and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Interests would be entitled (including giving or withholding written consents of shareholders or other holders of equity interests, calling special meetings of shareholders or other holders of equity interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Interests on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Interests or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall ------------------------- have occurred and be continuing, subject to applicable Gaming Laws:
(iA) each Grantor Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Pledged LLC Interests or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Indenture; and
(B) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all proxies, and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (A) above; and
(ii) Subject to applicable Gaming Laws, upon the occurrence and during the continuation of an Event of Default, subject to Section 7.5(a) and the terms of the Intercreditor Agreement; provided, no Grantor shall to the extent then in effect:
(A) all rights of Pledgor to exercise -------- or refrain from exercising any the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such right if rights shall thereupon become vested in Secured Party who shall thereupon have notified the sole right to exercise such Grantor that, in Secured Party's reasonable judgment, such action would have a Material Adverse Effectvoting and other consensual rights; and provided further, such Grantor shall give -------- ------- Secured Party at least five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by such Grantor of any Pledged Shares for or such Grantor's consent to the election of directors or other members of a governing body of an issuer of Pledged Shares at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor and
(B) such Grantor's consent in order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to
(1) Pledgor shall promptly execute and deliver (or approval of any action otherwise not prohibited under this Agreement cause to be executed and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section, and no notice of any such voting or consent need be given delivered) to Secured Party); Party all proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii2) each Grantor shall be entitled to receive and retain, and to Pledgor acknowledges that Secured Party may utilize free and clear the power of the lien of this Agreement, any and all dividends, other distributions and interest paid attorney set forth in respect of the Securities Collateral;Section 6.
Appears in 1 contract
Voting and Distributions. (i) So long as no Event of Default shall ------------------------- have occurred and be continuing:
(1) except as otherwise provided in this Agreement or in the Credit Agreement, (i) each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Securities Collateral Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise -------- or refrain from exercising any such right if Secured Party the Collateral Agent shall have notified such Grantor that, in Secured Party's the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect; and provided further, such Grantor shall give -------- ------- Secured Party the Collateral Agent at least five (5) Business Days' Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (in such circumstances described in the preceding proviso; it being understood, however, that neither (A) the voting by such Grantor of any Pledged Shares for Stock for, or such Grantor's ’s consent to to, the election of directors (or other members of a similar governing body of an issuer of Pledged Shares body) at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental ordinary course of business matters at any such meeting, nor (B) such Grantor's ’s consent to or approval of any action otherwise not prohibited permitted under this Agreement and the Credit Agreement Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section, and no notice of any such voting or consent need be given to Secured Party); (ii) each Grantor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest paid in respect of the Securities Collateral;
Appears in 1 contract
Sources: Revolving Credit Agreement (Dura Automotive Systems Inc)
Voting and Distributions. So long as no Event of Default shall ------------------------- have occurred and be continuing, (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Loan Agreement; provided, no Grantor shall not exercise -------- or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party's reasonable ’s judgment, such action would have a Material Adverse Effectmaterial adverse effect on the value of the Securities Collateral or any part thereof; and provided further, such Grantor shall give -------- ------- Secured Party at least five Business Days' ’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right (it being understood, however, that neither (A) the voting by such Grantor of any Pledged Shares for or such Grantor's ’s consent to the election of directors or other members of a governing body of an issuer of Pledged Shares at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor (B) such Grantor's ’s consent to or approval of any action otherwise not prohibited permitted under this Agreement and the Credit Loan Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Loan Agreement within the meaning of this Section, and no notice of any such voting or consent need be given to Secured Party); (ii) each Grantor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest paid in respect of the Securities Collateral;; provided, any and all (A) 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 Securities Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Securities Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Securities Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Securities Collateral and shall, if received by Grantor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Grantor and be forthwith delivered to Secured Party as Securities Collateral in the same form as so received (with all necessary endorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Grantor all such proxies, dividend payment orders and other instruments as Grantor may from time to time reasonably request for the purpose of enabling Grantor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to clause (i) above and to receive the dividends, distributions, principal or interest payments which it is authorized to receive and retain pursuant to clause (ii) above. Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Secured Party to Grantor, all rights of Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) all rights of Grantor to receive the dividends, other distributions and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Securities Collateral such dividends, other distributions and interest payments; and (z) all dividends, principal, interest payments and other distributions which are received by Grantor contrary to the provisions of clause (ii) of the immediately preceding paragraph or clause (y) above shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Grantor and shall forthwith be paid over to Secured Party as Securities Collateral in the same form as so received (with any necessary endorsements). In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (I) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders or other holders of equity interests, calling special meetings of shareholders or other holders of equity interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
Appears in 1 contract
Voting and Distributions. So long as no Event of Default shall ------------------------- have occurred and be continuing, (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral and Mortgage Loans or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise -------- or refrain from exercising any such right if Secured Party Collateral Agent shall have notified such Grantor that, in Secured PartyCollateral Agent's reasonable judgment, such action would have a Material Adverse Effect; and provided further, such Grantor shall give -------- ------- Secured Party at least five Business Days' prior written notice Effect on the value of the manner in which it intends to exercise, Securities Collateral or the reasons for refraining from exercising, any such right Mortgage Loans (it being understood, however, that neither (A) the voting by such Grantor of any Pledged Shares Interests for or such Grantor's consent to the election of directors or other members of a governing body of an issuer of Pledged Shares Interests at a regularly scheduled annual or other meeting of stockholders or holders of equity interests or with respect to incidental matters at any such meeting, nor (B) such Grantor's consent to or approval of any action otherwise not prohibited 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, and no notice of any such voting or consent need be given to Secured PartyCollateral Agent); (ii) each Grantor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest paid in respect of the Securities Collateral;Collateral and Mortgage Loans; provided, upon the occurrence and during the continuation of an Event of Default, any and all (A) dividends, distributions and interest paid or payable other than Pledge and Security Agreement
Appears in 1 contract