Defaults and Remedies; Proxy Sample Clauses
The "Defaults and Remedies; Proxy" clause defines what constitutes a default under the agreement and outlines the actions the non-defaulting party may take in response. Typically, this clause specifies the events or failures that trigger a default, such as missed payments or breaches of obligations, and details the remedies available, which may include the right to terminate the agreement, seek damages, or enforce specific performance. Additionally, it may grant a proxy or power of attorney to the non-defaulting party to act on behalf of the defaulting party in certain situations. The core function of this clause is to provide a clear framework for addressing breaches, ensuring both parties understand the consequences of default and the mechanisms for enforcing their rights.
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Defaults and Remedies; Proxy. (a) Upon the occurrence of an Event of Default and during the continuation of such Event of Default, and concurrently with written notice to Pledgor, Agent (personally or through an agent) is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon, to sell in one or more sales after ten (10) days’ notice of the time and place of any public sale or of the time at which a private sale is to take place (which notice Pledgor agrees is commercially reasonable) the whole or any part of the Pledged Collateral and to otherwise act with respect to the Pledged Collateral as though Agent was the outright owner thereof. Any sale shall be made at a public or private sale at Agent’s place of business, or at any place to be named in the notice of sale, either for cash or upon credit or for future delivery at such price as Agent may deem fair, and Agent may be the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or any right of redemption. Each sale shall be made to the highest bidder, but Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be conducted by an auctioneer or any officer or agent of Agent. PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES, WITH FULL POWER OF SUBSTITUTION TO DO SO. THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE. IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED SHARES, THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE ENTIT...
Defaults and Remedies; Proxy. (a) If any Event of Default shall have occurred and be continuing, and upon substantially concurrent written notice to Pledgors, Agent (personally or through an agent) is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, it being acknowledged by each Pledgor (in its capacity as Pledgor and if Pledgor is an Issuer of any Investment Property, as Issuer) that such transfer and registration may be effected by Agent by the delivery of a Registration Page to the applicable Issuer reflecting Agent or its designee as the holder of such Investment Property, or otherwise by Agent through its irrevocable appointment as attorney-in-fact pursuant to this 4928-6399-5406v.6 Agreement and each Irrevocable Proxy, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto with full power of substitution to do so, to collect and receive all cash dividends, interest, principal and other distributions made thereon, to sell in one or more sales the whole or any part of the Pledged Collateral, exercise other rights, powers, privileges and remedies as if Agent were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Pledgor or Agent of any right, privilege, or option pertaining to such Investment Property, any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as Agent may determine), and including, with respect to the Pledged Shares, giving or withholding written consent of the members, calling special meetings of members and voting at such meetings to otherwise act with respect to the Pledged Collateral, exercise any other rights or remedies Agent may have under the UCC or other Applicable Law, or take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purpose of this Agreement, all without liability except to account for property actually received by it, but Agent shall have no duty to any Pledgor to exercise any such right, privilege, or option and shall not be ...
Defaults and Remedies; Proxy. (a) Upon the occurrence of an Event of Default and during the continuation of such Event of Default, and concurrently with written notice to Pledgor, Agent (personally or through an agent) is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon, to sell in one or more sales after ten (10) days' notice of the time and place of any public sale or of the time at which a private sale is to take place (which notice Pledgor agrees is commercially reasonable) the whole or any part of the Pledged Collateral and to otherwise act with respect to the Pledged Collateral as though Agent was the outright owner thereof. Any sale shall be made at a public or private sale at Agent's place of business, or at any place to be named in the notice of sale, either for cash or upon credit
Defaults and Remedies; Proxy. (a) Upon the occurrence and during the continuation of any Event of Default, and concurrently with written notice to any Canadian Pledgor, Canadian Agent (personally or through an agent) is hereby authorized and empowered to:
(i) transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral (other than ULC Shares) pledged by such Canadian Pledgor hereunder, to exchange certificates or Instruments representing or evidencing such Pledged Collateral for certificates or Instruments of smaller or larger denominations, to exercise (other than in respect of the ULC Shares) the voting and all other rights as a holder with respect thereto, to collect and receive (other than in respect of the ULC Shares) all cash dividends, interest, principal and other distributions made thereon, to sell in one or more sales after fifteen days' notice of the time and place of any public sale or of the time at which a private sale is to take place (which notice such Canadian Pledgor agrees is commercially reasonable) the whole or any part of such Pledged Collateral and to otherwise act with respect to such Pledged Collateral (other than ULC Shares) as though Canadian Agent were the outright owner thereof. Any sale shall be made at a public or private sale at Canadian Agent's place of business, or at any place to be named in the notice of sale, either for cash or upon credit or for future delivery at such price as Canadian Agent may deem fair, and Canadian Agent may be the purchaser of the whole or any part of such Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of any Canadian Pledgor or any right of redemption. Each sale shall be made to the highest bidder, but Canadian Agent reserves the right to reject any and all bids at such sale that, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be conducted by an auctioneer or any officer or agent of Canadian Agent. EACH PLEDGOR HEREBY REVOKES ALL PREVIOUS PROXIES WITH REGARD TO THE PLEDGED STOCK AND IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF SUCH PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL PLEDGED BY SUCH CANADIAN PLEDGOR HEREUNDER, INCLUDING THE RIGHT TO VOTE THE PLEDGED STOCK OF SUCH CANADIAN PLEDGOR, WITH FULL POWER O...