Common use of Voting Rights; Distributions; etc Clause in Contracts

Voting Rights; Distributions; etc. So long as no Event of Default shall have occurred and be continuing, (i) each Debtor shall be entitled to exercise any and all voting and other consensual rights pertaining to the pledged Equity Interests or any part thereof for any purpose not inconsistent with the terms or purposes of this Agreement; provided, however, that no Debtor shall in any event exercise such rights in any manner which may have an adverse effect on the security intended to be provided by this Agreement and (ii) each Debtor shall be entitled to receive and retain any and all distributions with respect to such pledged Equity Interests. Upon the occurrence and during the continuance of any Event of Default, upon written notice from the Secured Party, all rights of each Debtor to exercise such voting and other consensual rights it would otherwise be entitled to exercise hereunder and all rights of such Debtor to receive distributions otherwise permitted hereunder shall cease, and all such rights shall thereupon become vested in the Secured Party. Any distributions which are received by any Debtor in violation of the provisions of this Agreement shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of such Debtor and shall immediately be paid over to the Secured Party as Collateral in the same form as so received (with any necessary endorsement).

Appears in 10 contracts

Samples: Security Agreement (Future Now Group Inc.), Amended and Restated Security Agreement (Eagle Broadband Inc), Security Agreement (Dinewise, Inc.)

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Voting Rights; Distributions; etc. So long as no Event of Default shall have occurred and be continuing, (i) each Debtor the Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the pledged Equity Interests or any part thereof for any purpose not inconsistent with the terms or purposes of this Agreement; provided, however, that no Debtor the Company shall in any event exercise such rights in any manner which may have an adverse effect on the security intended to be provided by this Agreement Agreement; and (ii) each Debtor the Company shall be entitled to receive and retain any and all distributions with respect to such pledged Equity Interests. Upon the occurrence and during the continuance of any Event of Default, upon written notice from the Secured Party, all rights of each Debtor the Company to exercise such voting and other consensual rights it would otherwise be entitled to exercise hereunder and all rights of such Debtor the Company to receive distributions otherwise permitted hereunder shall cease, and all such rights shall thereupon become vested in the Secured Party. Any distributions which are received by any Debtor the Company in violation of the provisions of this Agreement shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of such Debtor the Company and shall immediately be paid over to the Secured Party as Collateral in the same form as so received (with any necessary endorsement).

Appears in 1 contract

Samples: Amended and Restated Security Agreement (Challenger Powerboats, Inc.)

Voting Rights; Distributions; etc. So long as no Event of Default shall have occurred and be continuing, (i) each Debtor shall be entitled to exercise any and all voting and other consensual rights pertaining to the pledged Equity Interests or any part thereof for any purpose not inconsistent with the terms or purposes of this Agreement; provided, however, that no Debtor shall in any event exercise such rights in any manner which may have an adverse effect on the security intended to be provided by this Agreement and (ii) each Debtor shall be entitled to receive and retain any and all distributions with respect to such pledged Equity Interests. Upon the occurrence and during the continuance of any Event of Default, upon written notice from the Secured Party, all rights of each Debtor to exercise such voting and other consensual rights it would otherwise be entitled to exercise hereunder and all rights of such Debtor to receive distributions otherwise permitted hereunder shall cease, and all such rights shall thereupon become vested in the Secured Party. Any distributions which are received by any Debtor in violation of the provisions of this Agreement shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of such Debtor and shall immediately be paid over to the Secured Party as Collateral in the same form as so received (with any necessary endorsement).

Appears in 1 contract

Samples: Security Agreement (Marmion Industries Corp)

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Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing, (i) each Debtor shall be entitled to Grantor may exercise any and all voting and other consensual rights pertaining to the pledged Equity Interests Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes of this Agreementhereof, the Loan Agreement or any other Financing Document; provided, however, that no Debtor Grantor shall in any event exercise such rights in any manner that is inconsistent with the terms of any Financing Document or which may could reasonably be expected to have a Material Adverse Effect. Unless and until an adverse effect on Event of Default has occurred and is continuing, the security intended to be provided by this Agreement and (ii) each Debtor Grantors shall be entitled to receive and retain any cash Distributions on the Pledged Securities in accordance with applicable law. For avoidance of doubt, any and all distributions with respect to such pledged Equity Interests. Upon Distributions on the occurrence and during Pledged Securities in the continuance form of any Event of Default, upon written notice from the Secured Party, all rights of each Debtor to exercise such voting and other consensual rights it would otherwise be entitled to exercise hereunder and all rights of such Debtor to receive distributions otherwise permitted hereunder shall ceasesecurities, and all such rights shall thereupon become vested in the Secured Party. Any distributions Distributions which are received or retained by any Debtor in violation of Grantor contrary to the provisions of this Agreement immediately preceding sentence, shall be forthwith delivered to the Secured Party to hold as Pledged Collateral and shall, if received by any Grantor, be received in trust for the benefit of the Secured Party, shall be segregated from the other property or funds of such Debtor Grantor and shall immediately be paid over forthwith delivered to the Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement).

Appears in 1 contract

Samples: Security Agreement (Seracare Life Sciences Inc)

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