Common use of Certain Rights Respecting Pledged Shares Clause in Contracts

Certain Rights Respecting Pledged Shares. (a) Pledgor shall continue to be the owner of Pledged Shares so long as no Event of Default (as defined below) under Secured Obligations or this Agreement has occurred and is continuing and may collect and retain all distributions now or hereafter payable on or on account of Pledged Shares, and, so long as no Event of Default has occurred may exercise their voting rights with respect to Pledged Shares. (b) Pledgor shall not sell, transfer or encumber, or attempt to sell, transfer or encumber, Pledged Shares, or any part thereof or interest therein, without the prior express written consent of Secured Party. Any such consent of theirs shall not constitute the release by Secured Party of its interest in Pledged Interest, and any such sale, transfer or encumbrance consented to shall be so sold, transferred, or encumbered subject to the security interest of Secured Party. (c) Secured Party at its option upon the occurrence of any Event of Default and so long as such Event of Default exists may exercise all voting rights and privileges whatsoever with respect to Pledged Shares, including, without limitation, the right to receive distributions. To that end, Pledgor hereby grants Secured Party a proxy and appoint Secured Party as its attorney-in-fact for all purposes of voting Pledged Shares at any annual regular or special meeting of the Company and this appointment shall be deemed coupled with an interest and is and shall be irrevocable until all of Secured Obligations have been fully paid and terminated, and all persons whatsoever shall be conclusively entitled to rely upon oral or written certification of Secured Party that it is entitled to vote Pledged Shares hereunder. Pledgor shall execute and deliver to Secured Party any additional proxies and powers of attorney that Secured Party may desire in its own names. Secured Party acknowledges that it will not exercise any rights granted pursuant to this paragraph 6(c) unless an Event of Default has occurred and only so long as the Event of Default continues to exist.

Certain Rights Respecting Pledged Shares. (a) The Pledgor shall continue to be the owner of the Pledged Shares so long as no Event of Default (as defined below) under Secured Obligations or this Agreement has occurred and is continuing and may collect and retain all distributions now or hereafter payable on or on account of the Pledged Shares, and, so long as no Event of Default has occurred may exercise their voting rights with respect to the Pledged Shares. (b) The Pledgor shall not sell, transfer or encumber, or attempt to sell, transfer or encumber, the Pledged Shares, or any part thereof or interest therein, without the prior express written consent of the Secured Party. Any such consent of theirs the Secured Party shall not constitute the release by the Secured Party of its interest in the Pledged InterestShares, and any such sale, transfer or encumbrance consented to shall be so sold, transferred, or encumbered subject to the security interest of the Secured Party. (c) The Secured Party at its option upon the occurrence of any Event of Default and so long as such Event of Default exists may exercise all voting rights and privileges whatsoever with respect to the Pledged Shares, including, without limitation, the right to receive distributions. To that end, the Pledgor hereby grants the Secured Party a proxy and appoint appoints Secured Party as its attorney-in-fact for all purposes of voting the Pledged Shares at any annual regular or special meeting of the Company SITEL Worldwide Corporation and this appointment shall be deemed coupled with an interest and is and shall be irrevocable until all of the Secured Obligations have been fully paid and terminated, and all persons whatsoever shall be conclusively entitled to rely upon oral or written certification of the Secured Party that it is entitled to vote the Pledged Shares hereunder. The Pledgor shall execute and deliver to the Secured Party any additional proxies and powers of attorney that the Secured Party may desire in its own names. The Secured Party acknowledges that it will not exercise any rights granted pursuant to this paragraph 6(c5(c) unless an Event of Default has occurred and only so long as the Event of Default continues to exist.

Certain Rights Respecting Pledged Shares. (a) The Pledgor shall continue to be the owner owners of the Pledged Shares so long as no Event of Default (as defined below) under the Secured Obligations or this Agreement has occurred and is continuing and may collect and retain all distributions now or hereafter payable on or on account of the Pledged Shares, and, so long as no Event of Default has occurred may exercise their voting rights with respect to the Pledged Shares. (b) The Pledgor shall not sell, transfer or encumber, or attempt to sell, transfer or encumber, the Pledged Shares, or any part thereof or interest therein, without the prior express written consent of the Secured Party. Any such consent of theirs shall not constitute the release by the Secured Party of its interest in the Pledged Interest, and any such sale, transfer or encumbrance consented to shall be so sold, transferred, or encumbered subject to the security interest of the Secured Party. (c) The Secured Party at its option upon the occurrence of any Event of Default and so long as such Event of Default exists may exercise all voting rights and privileges whatsoever with respect to the Pledged Shares, including, without limitation, the right to receive distributions. To that end, the Pledgor hereby grants the Secured Party a proxy and appoint the Secured Party as its attorney-in-fact for all purposes of voting the Pledged Shares at any annual regular or special meeting of the Company and this appointment shall be deemed coupled with an interest and is and shall be irrevocable until all of the Secured Obligations have been fully paid and terminated, and all persons whatsoever shall be conclusively entitled to rely upon oral or written certification of the Secured Party that it is entitled to vote the Pledged Shares hereunder. The Pledgor shall execute and deliver to the Secured Party any additional proxies and powers of attorney that the Secured Party may desire in its own names. The Secured Party acknowledges that it will not exercise any rights granted pursuant to this paragraph 6(c) unless an Event of Default has occurred and only so long as the Event of Default continues to exist.

Certain Rights Respecting Pledged Shares. (a) Pledgor The Company shall continue to be the owner of the Pledged Shares and other Collateral so long as no Event of Default (as defined below) under Secured Obligations or this Agreement has occurred and is continuing and may collect and retain all distributions cash dividends now or hereafter payable on or on account of the Pledged SharesShares and other Collateral which are permitted under the Loan Agreement, and, so long as no Event of Default has occurred occurred, may exercise their voting rights with respect to the Pledged SharesShares and other Collateral. (b) Pledgor The Company shall not sell, transfer or encumbertransfer, or attempt to sell, sell or transfer the Pledged Shares or encumber, Pledged Sharesother Collateral, or any part thereof or interest therein, without the prior express written consent of Secured PartyBoston Chicken. Any such consent of theirs Boston Chicken shall not constitute the release by Secured Party Boston Chicken of its interest in the Pledged InterestShares or other Collateral, and any such sale, sale or transfer or encumbrance consented to shall be so sold, transferred, transfer the Pledged Shares or encumbered other Collateral subject to the security interest of Secured PartyBoston Chicken. Any such transfer shall be subject to the transferee stockholder's agreement to be bound by the terms and subject to the conditions of this Pledge Agreement, such agreement to be evidenced by the transferee stockholder's execution of this Pledge Agreement. (c) Secured Party Boston Chicken, at its option upon the occurrence of any Event of Default and so long as such Event of Default exists Default, may exercise all voting rights and privileges whatsoever with respect to the Pledged SharesShares and other Collateral, including, without limitation, the right to receive distributions. To dividends, and to that end, Pledgor end the Company hereby grants Secured Party a constitutes any officer of Boston Chicken as its proxy and appoint Secured Party as its attorney-in-fact for all purposes of voting the Pledged Shares and other Collateral after any Default at any annual regular or special meeting of the Company Company, and this appointment shall be deemed coupled with an interest and is and shall be irrevocable until all of the Secured Obligations have been fully paid and terminated, and all persons whatsoever shall be conclusively entitled to rely upon any oral or written certification of Secured Party Boston Chicken that it is entitled to vote the Pledged Shares and other Collateral hereunder. Pledgor The Company shall execute and deliver to Secured Party Boston Chicken any additional proxies and powers of attorney that Secured Party Boston Chicken may desire in its own namesname in order to exercise the rights expressly granted to Boston Chicken under this Section 7(c). Secured Party acknowledges that In addition to any other voting rights, Boston Chicken may, upon any Default, vote the Pledged Shares and other Collateral to remove the directors and officers of the Pledged Subsidiary, or any of them, and to elect new directors and officers of the Pledged Subsidiary, who may thereafter manage the affairs of the Pledged Subsidiary, operate its properties and carry on its business and otherwise take any action with respect thereto as it will not exercise any rights granted pursuant shall deem necessary and appropriate, and may also liquidate its business, and may authorize the borrowing of money in the name of the Pledged Subsidiary, and the pledge of its assets to this paragraph 6(c) unless an Event of Default has occurred and only so long as the Event of Default continues to existsecure such borrowing.