Voting powers and Proceeds Sample Clauses
Voting powers and Proceeds. If the Marketable Securities in the Company are not registered in the Secured Party’s name and if no Event of Default subsists, the Grantor may do any of the following without the need for consent or direction from the Secured Party:
(a) exercise any voting powers it has as holder of the Marketable Securities in the Company as it sees fit, provided that it does so prudently and does not otherwise cause or permit a breach of any of the Grantor’s other obligations under this document; and
(b) retain and use in the ordinary course of its business any Proceeds (other than Proceeds from a reduction of capital, a buy-back of shares under a buy-back scheme or otherwise under a scheme of arrangement). However, if an Event of Default subsists, the rights of the Grantor under Clauses 5.4(a) and 5.4(b) immediately cease, and:
(c) the Secured Party is entitled to exercise all voting rights in respect of all of the Marketable Securities in the Company to the exclusion of the Grantor; and
(d) the Grantor must pay over amounts of any Proceeds, or otherwise must ensure that any Proceeds are paid directly, to the Secured Party to be applied in accordance with Clause 8. Nothing in this Clause 5.4 obliges the Secured Party to vote or exercise other rights in relation to the Marketable Securities in the Company or to obtain any Proceeds, and the Secured Party will have no responsibility or liability for any loss arising due to the Secured Party’s failure or delay in so acting.
Voting powers and Proceeds. (a) If an Event of Default is not subsisting, the Mortgagor may do any of the following without the prior consent of the Mortgagee:
(i) voting powers: exercise any voting powers it has as holder of the Mortgaged Property as it sees fit, provided that it does so prudently and does not otherwise cause or permit a breach of any of the Mortgagor’s other obligations under this deed or the Share Sale Agreement; and
(ii) proceeds: retain and use in the ordinary course of its business any proceeds of a Distribution (other than Exceptional Distributions).
(b) If an Event of Default subsists, the rights of the Mortgagor under clauses 8.5(a)(i) and 8.5(a)(ii) immediately cease, and:
(i) voting powers: the Mortgagee is entitled to exercise all voting rights in respect of the Mortgaged Property to the exclusion of the Mortgagor; and
(ii) proceeds: the Mortgagor must pay over amounts of any proceeds, or otherwise must ensure that any proceeds are paid directly to the Nominated Account.
(c) Nothing in this clause 8.4 obliges the Mortgagee to vote or exercise other rights in relation to the Mortgaged Property or obtain any proceeds, and the Mortgagee will have no responsibility or liability for any losses arising due to the Mortgagee’s failure or delay in so acting.