Dividends; Voting Rights. Unless a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice to the Pledgor of the Controlling Collateral Agent's intent to exercise its corresponding rights pursuant to paragraph 7 (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), the Pledgor shall be permitted to receive all dividends (whether in cash or evidenced by a note or chattel paper but other than stock dividends) free of the Lien created by this Pledge Agreement, to the extent that such dividends are permitted under the Indenture, in respect of the Pledged Stock and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Controlling Collateral Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Pledge Agreement or the Indenture.
Dividends; Voting Rights. Subject to the risk of forfeiture, from and after the date of issuance of the shares of Long-Term Restricted Stock pursuant to this Agreement until such time as such shares shall be forfeited or all restrictions thereon shall lapse, each in accordance with the terms of this Agreement, you will be entitled to all of the rights of ownership of fully-paid and nonassessable TRW Common Stock, including but not limited to voting rights and rights to receive dividends (if and as declared and paid), with respect to all shares of Long-Term Restricted Stock issued to you pursuant to this Agreement.
Dividends; Voting Rights. Recipient shall be entitled to dividends paid or declared on Vested and Unvested Award Shares for which the record date is on or after the date such Award Shares have been issued in the Recipient’s name. Recipient shall be entitled to vote all Vested and Unvested Award Shares for which the record date is on or after the date such Award Shares have been issued in the Recipient’s name. Recipient shall have no rights whatsoever (dividend, voting or otherwise) with respect to Award Shares which have been forfeited under Section 2.1.
Dividends; Voting Rights. As the owner of record of any Restricted Shares you qualify to receive pursuant to this Award Agreement, you will be entitled to receive cash dividends and to vote such Restricted Shares; subject to expiration of such rights thereunder (but not for Shares that have vested pursuant to this Award) upon termination of your Continuous Service before the particular record date for determining shareholders of record entitled to the payment of the cash or Share-based dividends or to vote. With respect to any dividends that are paid in Shares between the date of this Award and your receipt of Shares pursuant to a vesting event, such Shares shall be subject to the same vesting restrictions contained in Section 1 as the Restricted Shares with respect to which the dividend is paid. When Shares are delivered to you or your duly-authorized transferee pursuant to the vesting of the Restricted Shares, you or your duly-authorized transferee shall also be entitled to receive, with respect to each Share delivered, a number of Shares equal to the Share-based dividends which were declared and paid to the holders of Shares between the Grant Date and the date such Share is issued to you, after your interest vests. To the extent that either (i) your Continuous Service ends before vesting of the Restricted Shares subject to this Award or (ii) your Continuous Service does not result in full vesting of this Award, you will forfeit all Share-based dividends (but not cash dividends) attributable to all such non-vested Restricted Shares.
Dividends; Voting Rights. (a) Any distributions or dividends ("Dividends") payable with respect to the Class B Common Stock held in the Escrow Account shall not be deemed to be part of the Escrow Account and shall be distributed on the dividend payment date therefor or as soon as practical thereafter by the Escrow Agent directly to the Escrow Participants in accordance with each such Escrow Participant's Interest. Dividends shall not be made a part of the Escrow Account, shall not be deemed to be part of the Escrow Account and shall not be available hereunder for the payment of the Excess Net Worth Amount or of any Claims made by Hubbxxx xxxinst the Escrow Account.
(b) The Escrow Participants shall retain all voting rights with respect to the shares of Class B Common Stock held in the Escrow Account for so long as any such shares are held by the Escrow Agent hereunder. Upon receipt of any notice, or other voting or proxy materials, from Hubbxxx xxxh respect to the Class B Common Stock, the Escrow Agent shall promptly remit such materials to the Escrow Participants in order to allow such persons to exercise their respective voting rights hereunder based on the Interest owned by each such Escrow Participant. On any matter for which the Class B Common Stock has a vote, the Escrow Agent shall vote the shares of Class B Common Stock held by it as instructed by the Escrow Participants in accordance with their Interests. If any Escrow Participant fails to provide voting instructions to the Escrow Agent, then the Escrow Agent shall abstain from voting with respect to the shares of Class B Common Stock represented by the Interest held by such Escrow Participant.
Dividends; Voting Rights. All interest earned on the Collateral and any cash dividends paid in respect of the Collateral shall be received by or paid over to the Pledgee and shall be held by the Pledgee as part of the Collateral. Unless and until an Event of Default shall have occurred, the Pledgor shall retain and may exercise all voting rights with respect to Collateral, and all rights with respect to conversion, exchange, subscription, option, warrant and other similar rights and privileges pertaining to Collateral ("Rights"); PROVIDED that if an Event of Default occurs and is continuing all Rights shall be exercisable only by or with the prior written consent of the Pledgee; PROVIDED FURTHER that the Pledgee shall not have any voting Rights unless and until it shall have given the Pledgor written notice that such Event of Default has occurred and is continuing and that the Pledgee may exercise, or intends to exercise, any such voting Right, and the Pledgee shall have no duty at any time whatsoever to exercise any Right and shall not be responsible for any failure to do so or delay in so doing.
Dividends; Voting Rights. 6.1 All dividends declared and paid by Apex on Restricted Shares shall be held by Apex in escrow for the account of Xx. Xxxxxx. Dividends so held shall not bear interest. Upon the earlier of the Lapse Date or the Accelerated Lapse Date, the dividends shall be paid to Xx. Xxxxxx or his estate, as the case may be. Upon the forfeiture of the Restricted Shares pursuant to Section 3.2, all related dividends shall also be forfeited.
6.2 Xx. Xxxxxx shall not have the right to vote all or any portion of the Restricted Shares until the earlier of the applicable Lapse Date or the Accelerated Lapse Date.
Dividends; Voting Rights a. All earnings, including cash, stock and any other dividends or other property distributed in respect of the Escrow Shares, including, without limitation, any shares issued as a result of stock splits, stock dividends or other recapitalization (the "Earnings"), shall be retained in and become a part of the Loeb Escrow upon issuance or payment, as the case may be. The Escrow Shares and the Earnings, if any, shall be referred to herein as the "Escrow Amount."
b. The shares of Acquiror Common Stock, which are part of the Escrow Amount shall vote on all matters submitted to the stockholders of TRG as the Shareholder Representative shall direct. In the absence of direction from the Shareholder Representative, such shares shall be voted as TRG shall direct.
Dividends; Voting Rights. 6.1 All dividends declared and paid by the Company on Restricted Shares shall be held by the Company in escrow for the account of the Participant. Dividends so held shall not bear interest. Upon the earlier of a Lapse Date or the Accelerated Lapse Date, the dividends in respect of the Restricted Shares which have become nonforfeitable shall be paid to the Participant or his or her estate, as the case may be. Upon the forfeiture of the Restricted Shares pursuant to Section 3.3, all related dividends shall also be forfeited.
6.2 The Participant shall not have the right to vote any Restricted Shares until the restrictions have lapsed with respect to such Restricted Shares and such Restricted Shares have become nonforfeitable.
Dividends; Voting Rights. Unless an Event of Default shall have occurred and be continuing, the Pledgors shall be permitted, subject to Section 6(a), to receive all distributions and to exercise all voting and company rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or company right exercised or other action taken which, in Collateral Agent’ reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Pledge Agreement.
