Cash Dividends; Voting Rights. Subject to this Section, after the occurrence of an Event of Default that has not been waived or cured, Buyer as the holder, shall exercise all voting rights with respect to the Repurchase Assets and Pass-Through Trust Interests. Prior to the occurrence of an Event of Default that has not been waived or cured, the applicable Seller Parties shall exercise all voting rights with respect to the Repurchase Assets and Pass-Through Trust Interests, but subject in all events to the consent rights of Buyer as set forth in the related governing agreements. In no event shall any vote be cast or other action taken which would impair the Repurchase Assets or Pass-Through Trust Interests, as applicable, or which would be inconsistent with or result in a violation of any provision of this Agreement. Without limiting the generality of the foregoing, after an Event of Default, Buyer shall have no obligation to (i) vote to enable, or take any other action to permit Pass-Through Trust, to issue any trust interests of any nature or to issue any other trust interests convertible into or granting the right to purchase or exchange for any trust interests of Pass-Through Trust or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pass-Through Trust Interests or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, the Pass-Through Trust Interests, the Repurchase Assets, or any interest therein, except for the Lien provided for by this Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of Seller Parties to sell, assign or transfer any of the Pass-Through Trust Interests.
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Cash Dividends; Voting Rights. Subject to this Section, after the occurrence of (a) Unless an Event of Default that has not been waived shall have occurred and be continuing and the Collateral Agent shall (unless such Event of Default is an Event of Default specified in subsection 9(f) of the Term Loan Agreement or curedsubsection 9(f) of the 1996 Credit Agreement, Buyer as in which case no such notice need be given) have given notice to the holderPledgor of the Collateral Agent's intent to exercise its rights pursuant to paragraph 8 below, the Pledgor shall be (i) permitted to receive all cash dividends or distributions to the extent permitted in the Credit Agreements in respect of the Pledged Stock and (ii) permitted to exercise all voting voting, corporate, limited liability company and other rights of ownership with respect to the Repurchase Assets and Pass-Through Trust Interests. Prior to the occurrence of an Event of Default Pledged Stock, provided, however, that has not been waived or cured, the applicable Seller Parties no vote shall exercise all voting rights with respect to the Repurchase Assets and Pass-Through Trust Interests, but subject in all events to the consent rights of Buyer as set forth in the related governing agreements. In no event shall any vote be cast or corporate right exercised or other action taken which which, in the Collateral Agent's reasonable judgment, would impair the Repurchase Assets or Pass-Through Trust Interests, as applicable, Collateral or which would be inconsistent with or result in a any violation of any provision of this Agreement. Without limiting the generality Credit Agreements or any of the foregoing, after other Credit Documents.
(b) If an Event of Default, Buyer Default shall have occurred and be continuing and the Collateral Agent shall (unless such Event of Default is an Event of Default specified in subsection 9(f) of the Term Loan Agreement or subsection 9(f) of the 1996 Credit Agreement, in which case no obligation such notice need be given) have given notice to the Pledgor of its intent to exercise its rights pursuant to paragraph 8 below, (i) vote all dividends, interest payments and other distributions (including cash) paid on or in respect of the Pledged Stock shall be paid to enableand retained by the Collateral Agent as Collateral hereunder (or if received by the Pledgor, or take any other action to permit Pass-Through Trustshall be held in trust by the Pledgor for the benefit of the Collateral Agent and the Lenders and shall be forthwith delivered by it), to issue any trust interests of any nature or to issue any other trust interests convertible into or granting the right to purchase or exchange for any trust interests of Pass-Through Trust or and (ii) sellall voting, assigncorporate, transferlimited liability company and other rights pertaining to the Pledged Stock, exchange or otherwise dispose ofif any, or grant any option with respect to, shall be exercised by the Pass-Through Trust Interests or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, the Pass-Through Trust Interests, the Repurchase Assets, or any interest therein, except for the Lien provided for by this Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of Seller Parties to sell, assign or transfer any of the Pass-Through Trust InterestsCollateral Agent.
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Cash Dividends; Voting Rights. Subject Section 14.1 Notwithstanding any provision hereof to this Sectionthe contrary, after the occurrence of unless and until an Event of Default that has not been waived shall have occurred and be continuing, except as provided to the contrary in the Loan Agreement, Pledgor shall be permitted to receive, retain and further distribute to Pledgor’s Affiliates, constituent entities and/or other Persons all income, cash dividends, distributions, proceeds or curedother property received or paid in respect of the Pledged Company Interests. Subject to Section 7(b) below (relating to Article 8 Matters) and unless and until an Event of Default shall have occurred and be continuing, Buyer as Pledgor shall have the holder, shall right to exercise all voting and other rights with respect to the Repurchase Assets and Pass-Through Trust Interests. Prior to the occurrence of an Event of Default that has not been waived or cured, the applicable Seller Parties shall exercise all voting rights with respect to the Repurchase Assets and Pass-Through Trust Pledged Company Interests, but subject in all events to the consent rights of Buyer as set forth in the related governing agreements. In provided that no event vote shall any vote be cast or right exercised or other action taken which would impair the Repurchase Assets or Pass-Through Trust Interests, as applicable, or which would be inconsistent with or result in a violation of violate any provision of the Loan Agreement, the Note, this Agreement. Without limiting the generality Agreement or any other Loan Documents; and, provided, further, that Pledgor shall give Lender not less than five (5) Business Days’ written notice of the foregoing, after an Event of Default, Buyer shall have no obligation manner in which any Pledgor intends to (i) vote to enableexercise, or take the reasons for refraining from exercising, any other action to permit Pass-Through Trust, to issue any trust interests of any nature or to issue any other trust interests convertible into or granting the right to purchase or exchange for any trust interests of Pass-Through Trust or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option such right.
Section 14.2 Solely with respect toto Article 8 Matters, Pledgor hereby irrevocably grants and appoints Lender, from the Pass-Through Trust date of this Agreement until the termination of this Agreement in accordance with its terms, as Pledgor’s true and lawful proxy, for and in Pledgor’s name, place and stead to vote the Pledged Company Interests by Pledgor, whether directly or (iii) createindirectly, incur beneficially or permit to exist any Lien of record, now owned or option hereafter acquired, in favor ofeach case, or any claim of any Person solely with respect to, the Pass-Through Trust Interests, the Repurchase Assets, or any interest therein, except for the Lien provided for by this Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of Seller Parties to sell, assign or transfer any of the Pass-Through Trust Interests.Article 8
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Samples: Pledge and Security Agreement (Lodging Fund REIT III, Inc.)
Cash Dividends; Voting Rights. Subject to this Section, after the occurrence of (a) Unless an Event of Default that has not been waived shall have occurred and be continuing and the Administrative Agent shall (unless such Event of Default is an Event of Default specified in subsection 9(f) of the Credit Agreement, in which case no such notice need be given) have given notice to the Pledgor of the Administrative Agent's intent to exercise its rights pursuant to paragraph 8 below, the Pledgor shall be (i) permitted to receive all cash dividends or cured, Buyer as distributions to the holder, shall extent permitted in the Credit Agreement in respect of the Pledged Stock and (ii) permitted to exercise all voting voting, corporate, limited liability company and other rights of ownership with respect to the Repurchase Assets and Pass-Through Trust Interests. Prior to the occurrence of an Event of Default Pledged Stock, PROVIDED, HOWEVER, that has not been waived or cured, the applicable Seller Parties no vote shall exercise all voting rights with respect to the Repurchase Assets and Pass-Through Trust Interests, but subject in all events to the consent rights of Buyer as set forth in the related governing agreements. In no event shall any vote be cast or corporate right exercised or other action taken which which, in the Administrative Agent's reasonable judgment, would impair the Repurchase Assets or Pass-Through Trust Interests, as applicable, Collateral or which would be inconsistent with or result in a any violation of any provision of this Agreement. Without limiting the generality Credit Agreement or any of the foregoing, after other Credit Documents.
(b) If an Event of Default, Buyer Default shall have occurred and be continuing and the Administrative Agent shall (unless such Event of Default is an Event of Default specified in subsection 9(f) of the Credit Agreement, in which case no obligation such notice need be given) have given notice to the Pledgor of its intent to exercise its rights pursuant to paragraph 8 below, (i) vote all dividends, interest payments and other distributions (including cash) paid on or in respect of the Pledged Stock shall be paid to enableand retained by the Administrative Agent as Collateral hereunder (or if received by the Pledgor, or take any other action to permit Pass-Through Trustshall be held in trust by the Pledgor for the benefit of the Administrative Agent and the Lenders and shall be forthwith delivered by it), to issue any trust interests of any nature or to issue any other trust interests convertible into or granting the right to purchase or exchange for any trust interests of Pass-Through Trust or and (ii) sellall voting, assigncorporate, transferlimited liability company and other rights pertaining to the Pledged Stock, exchange or otherwise dispose ofif any, or grant any option with respect to, shall be exercised by the Pass-Through Trust Interests or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, the Pass-Through Trust Interests, the Repurchase Assets, or any interest therein, except for the Lien provided for by this Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of Seller Parties to sell, assign or transfer any of the Pass-Through Trust InterestsAdministrative Agent.
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Cash Dividends; Voting Rights. Subject to this Section, after the occurrence of (a) Unless an Event of Default that has not been waived shall have occurred and be continuing and the Administrative Agent shall (unless such Event of Default is an Event of Default specified in subsection 9(f) of the Credit Agreement, in which case no such notice need be given) have given notice to the Pledgor of the Administrative Agent's intent to exercise its rights pursuant to paragraph 8 below, the Pledgor shall be (i) permitted to receive all cash dividends or cured, Buyer as distributions to the holder, shall extent permitted in the Credit Agreement in respect of the Pledged Stock and (ii) permitted to exercise all voting voting, corporate, limited liability company and other rights of ownership with respect to the Repurchase Assets and Pass-Through Trust Interests. Prior to the occurrence of an Event of Default Pledged Stock, provided, however, that has not been waived or cured, the applicable Seller Parties no vote shall exercise all voting rights with respect to the Repurchase Assets and Pass-Through Trust Interests, but subject in all events to the consent rights of Buyer as set forth in the related governing agreements. In no event shall any vote be cast or corporate right exercised or other action taken which which, in the Administrative Agent's reasonable judgment, would impair the Repurchase Assets or Pass-Through Trust Interests, as applicable, Collateral or which would be inconsistent with or result in a any violation of any provision of this Agreement. Without limiting the generality Credit Agreement or any of the foregoing, after other Credit Documents.
(b) If an Event of Default, Buyer Default shall have occurred and be continuing and the Administrative Agent shall (unless such Event of Default is an Event of Default specified in subsection 9(f) of the Credit Agreement, in which case no obligation such notice need be given) have given notice to the Pledgor of its intent to exercise its rights pursuant to paragraph 8 below, (i) vote all dividends, interest payments and other distributions (including cash) paid on or in respect of the Pledged Stock shall be paid to enableand retained by the Administrative Agent as Collateral hereunder (or if received by the Pledgor, or take any other action to permit Pass-Through Trustshall be held in trust by the Pledgor for the benefit of the Administrative Agent and the Lenders and shall be forthwith delivered by it), to issue any trust interests of any nature or to issue any other trust interests convertible into or granting the right to purchase or exchange for any trust interests of Pass-Through Trust or and (ii) sellall voting, assigncorporate, transferlimited liability company and other rights pertaining to the Pledged Stock, exchange or otherwise dispose ofif any, or grant any option with respect to, shall be exercised by the Pass-Through Trust Interests or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, the Pass-Through Trust Interests, the Repurchase Assets, or any interest therein, except for the Lien provided for by this Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of Seller Parties to sell, assign or transfer any of the Pass-Through Trust InterestsAdministrative Agent.
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Cash Dividends; Voting Rights. Subject to this Sectionthe terms of the Mezzanine Loan Documents, after the occurrence of and unless an Event of Default that has not been waived shall have occurred and be continuing, Pledgor shall be permitted to receive all regular limited liability company membership interest distributions or curedcash dividends actually paid in the normal course of business of the Pledged Entity (and to further distribute the same to its constituent member(s), Buyer but only as and to the holderextent expressly permitted pursuant to the Mezzanine Loan Agreement), shall and to exercise all voting and regular limited liability company membership interests or rights with respect to the Repurchase Assets and Pass-Through Trust Interests. Prior to the occurrence of an Event of Default that has not been waived or cured, the applicable Seller Parties shall exercise all voting rights with respect to the Repurchase Assets and Pass-Through Trust Pledged Company Interests, but subject in all events to the consent rights of Buyer as set forth in the related governing agreements. In provided that no event vote shall any vote be cast or right exercised or other action taken which which, in Lender’s reasonable judgment, would impair the Repurchase Assets or Pass-Through Trust Interests, as applicable, Collateral or which would be inconsistent with or result in a any violation of any provision of the Mezzanine Loan Agreement, the Note, this AgreementAgreement or any other Mezzanine Loan Documents. Without limiting the generality Any vote that would result in a change in or violation of the foregoing, after “Single Purpose Entity” covenants set forth in the Mezzanine Loan Agreement shall be void ab initio. If an Event of DefaultDefault shall occur and be continuing, Buyer shall have no obligation all of Pledgor’s rights to (i) vote vote, grant consents, approvals or waivers or otherwise exercise membership or other rights with respect to enablePledged Company Interests and all rights of Pledgor to receive dividends, distributions or take other payments with respect to Pledged Company Interests or any other action to permit Pass-Through TrustCollateral, to issue any trust interests of any nature or to issue any other trust interests convertible into or granting the right to purchase or exchange for any trust interests of Pass-Through Trust or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pass-Through Trust Interests or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, the Pass-Through Trust Interests, the Repurchase Assets, or any interest therein, except for the Lien provided for by this Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of Seller Parties to sell, assign or transfer any of the Pass-Through Trust Interestsshall cease.
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Cash Dividends; Voting Rights. Subject to this Section, after the occurrence of an Event of Default that has not been waived or cured, The Buyer as the holder, shall exercise all voting and shareholder rights with respect to the Repurchase Assets and Pass-Through Trust Equity Interests. Prior The Sellers shall be entitled to income from any dividends or proceeds paid on account of the Equity Interests in accordance with Section 5(e) hereof. Notwithstanding anything to the contrary, absent the occurrence and continuance of an Event of Default that has not been waived or curedDefault, the applicable Seller Parties Buyer shall exercise all voting voting, consent or other shareholder rights with respect to the Repurchase Assets and Pass-Through Trust InterestsEquity Interests in accordance with the Sellers' instructions; provided, but subject in all events however that Buyer (A) shall not be required to the consent rights of Buyer as set forth in the related governing agreements. In no event shall cast a vote or exercise a shareholder right or take any vote be cast or other action taken which and (B) will be entitled to vote against any measure, which, in either case, would impair the Repurchase Assets or Pass-Through Trust Interests, as applicable, market value of any Equity Interest or which would be inconsistent with or result in a violation of any provision of this Agreement. Without limiting Repurchase Agreement or the generality of the foregoingRepurchase Documents; and provided, after an Event of Defaultfurther, that Buyer shall have no obligation not be required at any time to (i) vote to enable, or take any other action to permit Pass-Through Trust, either REIT Subsidiary or CBO REIT II to issue any trust interests shares of any nature or to issue any other trust interests shares convertible into or granting the right to purchase or exchange for any trust interests shares of Pass-Through Trust either REIT Subsidiary, or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pass-Through Trust Equity Interests or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pass-Through Trust Equity Interests, the Repurchase Assets, or any interest therein, except for the Lien provided for by this Repurchase Agreement, or (iv) enter into any agreement or undertaking restricting providing for the right or ability of either Seller Parties to sell, assign or transfer any of the Pass-Through Trust Equity Interests. Upon the occurrence and continuance of an Event of Default, Buyer may vote or take any other shareholder action as it deems appropriate in its sole discretion. Notwithstanding any provision in this Repurchase Agreement to the contrary, it is understood and agreed that prior to an Event of Default the Buyer shall exercise all voting, consent and other shareholder rights in connection with the election, appointment and removal of directors in accordance with the Sellers' instructions.
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Cash Dividends; Voting Rights. Subject All cash dividends or other property distributed by WiderThan, or received by Escrow Agent in respect of, the Escrow Shares shall be retained by the Escrow Agent in escrow and shall be considered "Escrow Funds," allocated solely for the benefit of the Participating Ztango Stockholders as holders of Escrow Shares, to be distributed in accordance with the terms of this SectionAgreement. The Escrow Agent shall be under no obligation to preserve, after protect or exercise rights in the occurrence Escrow Funds, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in this Agreement; except that it shall, at the written request of the Stockholder Representative given to the Escrow Agent at least three Business Days prior to the date on which the Escrow Agent is requested therein to take any action, deliver to the Stockholders a proxy or other instrument in the form supplied to the Escrow Agent for voting or otherwise exercising any right of consent with respect to any of the Escrow Funds held by the Escrow Agent hereunder, to authenticate therein the right of the Stockholders to exercise such voting or consent authority in respect of their respective Percentage Interests in the Escrow Shares. The Escrow Agent shall not be responsible for forwarding to any person, notifying any person with respect to, or taking any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from an Event of Default that has not been waived issuer or cured, Buyer as the holder, shall exercise all voting rights other person with respect to the Repurchase Assets and Pass-Through Trust Interests. Prior to the occurrence of an Event of Default that has Escrow Funds, including but not been waived or curedlimited to, proxy material, tenders, options, the applicable Seller Parties shall exercise all voting rights with respect to the Repurchase Assets pendency of calls and Pass-Through Trust Interests, but subject in all events to the consent rights maturities and expiration of Buyer as set forth in the related governing agreements. In no event shall any vote be cast or other action taken which would impair the Repurchase Assets or Pass-Through Trust Interests, as applicable, or which would be inconsistent with or result in a violation of any provision of this Agreement. Without limiting the generality of the foregoing, after an Event of Default, Buyer shall have no obligation to (i) vote to enable, or take any other action to permit Pass-Through Trust, to issue any trust interests of any nature or to issue any other trust interests convertible into or granting the right to purchase or exchange for any trust interests of Pass-Through Trust or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pass-Through Trust Interests or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, the Pass-Through Trust Interests, the Repurchase Assets, or any interest therein, except for the Lien provided for by this Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of Seller Parties to sell, assign or transfer any of the Pass-Through Trust Interestsrights.
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Cash Dividends; Voting Rights. Subject to this Section, after the occurrence of (a) Unless an Event of Default that has not been waived shall have occurred and be continuing and the Collateral Agent shall (unless such Event of Default is an Event of Default specified in subsection 9(f) of the Term Loan Agreement or curedsubsection 9(f) of the 1996 Credit Agreement, Buyer as in which case no such notice need be given) have given notice to any Pledgor of the holderCollateral Agent's intent to exercise its rights pursuant to paragraph 8 below, such Pledgor shall be (i) permitted to receive all cash dividends or distributions to the extent permitted in the Credit Agreements in respect of the Pledged Stock and (ii) permitted to exercise all voting voting, corporate and other rights of ownership with respect to the Repurchase Assets and Pass-Through Trust Interests. Prior to the occurrence of an Event of Default Pledged Stock, provided, however, that has not been waived or cured, the applicable Seller Parties no vote shall exercise all voting rights with respect to the Repurchase Assets and Pass-Through Trust Interests, but subject in all events to the consent rights of Buyer as set forth in the related governing agreements. In no event shall any vote be cast or corporate or other action taken which which, in the Collateral Agent's reasonable judgment, would impair the Repurchase Assets or Pass-Through Trust Interests, as applicable, Collateral or which would be inconsistent with or result in a any violation of any provision of this Agreement. Without limiting the generality Credit Agreements or any of the foregoing, after other Credit Documents.
(b) If an Event of Default, Buyer Default shall have occurred and be continuing and the Collateral Agent shall (unless such Event of Default is an Event of Default specified in subsection 9(f) of the Term Loan Agreement or subsection 9(f) of the 1996 Credit Agreement, in which case no obligation such notice need be given) give notice of its intent to exercise its rights hereunder to any Pledgor, (i) vote all dividends, interest payments and other distributions (including cash) paid on or in respect of the Pledged Stock owned by such Pledgor shall be paid to enableand retained by the Collateral Agent as Collateral hereunder (or if received by such Pledgor, or take any other action to permit Pass-Through Trustshall be held in trust by such Pledgor for the benefit of the Collateral Agent and the Lenders and shall be forthwith delivered by it), to issue any trust interests of any nature or to issue any other trust interests convertible into or granting the right to purchase or exchange for any trust interests of Pass-Through Trust or and (ii) sellall voting, assigncorporate and other rights pertaining to the Pledged Stock, transferif any, exchange or otherwise dispose of, or grant any option with respect to, shall be exercised by the Pass-Through Trust Interests or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, the Pass-Through Trust Interests, the Repurchase Assets, or any interest therein, except for the Lien provided for by this Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of Seller Parties to sell, assign or transfer any of the Pass-Through Trust InterestsCollateral Agent.
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