Exercise of Shareholder Rights. 3.1 Subject to Clause 3.3, Nortel undertakes that it shall:
(a) not vote; from time to time it is a Bookham Shareholder;
(b) procure that the other Shareholder Group Members, that are registered as Bookham Shareholders from time to time, shall not vote; and
(c) take all reasonable steps to procure that its associates (other than Shareholder Group Members), that are registered as Bookham Shareholders from time to time, shall not vote, (whether in person or by proxy) on any resolution which is proposed to Bookham Shareholders at a General Meeting of the Company or otherwise.
3.2 Nortel and each Shareholder further undertakes that it shall:
(a) not exercise any of its voting rights or any other rights as a Bookham Shareholder, if from time to time it is a Bookham Shareholder;
(b) procure that the other Shareholder Group Members, that are registered as Bookham Shareholders from time to time, shall not exercise any of their voting rights or any other rights as a Bookham Shareholder; and
(c) take all reasonable steps to procure that its associates (other than Shareholder Group Members), that are registered as Bookham Shareholders from time to time, shall not exercise any of their voting rights or any other rights as a Bookham Shareholder to appoint any director to the Board of Directors of the Company or requisition a General Meeting or propose a resolution at a General Meeting or procure any amendment to the Articles which would be inconsistent with or undermine any of the provisions of this Deed.
3.3 Notwithstanding Clause 3.1, Nortel, if registered as a Bookham Shareholder from time to time, and the other Shareholder Group Members that are registered as Bookham Shareholders from time to time, shall be entitled to vote (whether by a show of hands or on a poll, whether in person or by proxy and whether at a class meeting or General Meeting) in respect of each of their Ordinary Shares on any proposed resolution the effect of which would, if passed, be to vary or suspend any of the rights attaching to the Ordinary Shares held by Nortel or any Shareholder Group Member or as a result of which the rights of Nortel or any Shareholder Group Member (in their capacity as a Bookham Shareholder) would become different in any respect from the rights of any other Bookham Shareholder.
Exercise of Shareholder Rights. 6.1 Provided that no Default or Event of Default has occurred, the Pledgor shall be entitled to exercise or cause to be exercised any voting rights and the right to receive Dividends attached to the Security Assets.
6.2 The Pledgor shall not, except as permitted by the terms of the Indenture, without the prior written consent of the Security Trustee, vote for any resolution of the shareholders of any of the Companies, and shall procure that the directors of any of the Companies shall not, except as permitted by the terms of the Indenture, without such consent vote for any resolution of the board of any of the Companies
a) authorising an issue of Subsequent Instruments or a redemption of Security Assets;
b) for the liquidation or winding up of any of the Companies (unless required by mandatory legislation);
c) for the commencement of proceedings or any other actions which may adversely affect the effectiveness or value of the Security Assets;
d) which would impede the ability of the Security Trustee to transfer the security granted hereunder in accordance with this Agreement; or
e) which would in any way be inconsistent with the provisions of the Finance Documents.
6.3 Upon the occurrence of and during the continuance of a Default or Event of Default, the Security Trustee shall have the exclusive right to (i) exercise or cause to be exercised any voting rights and (ii) receive any Dividends which may be applied by the Security Trustee as though they were Proceeds.
6.4 The Pledgor shall issue irrevocable powers of attorney to the Security Trustee in form and substance satisfactory to the Security Trustee as set out in Schedule 2 authorising the Security Trustee to vote for the Shares at shareholders' meetings of the Companies. The powers of attorney shall be renewed annually at the request of the Security Trustee. The Pledgor shall further promptly furnish the Security Trustee with copies of notices of shareholders' meetings and all other corporate documents which the Pledgor receives in its capacity as a shareholder of the Companies.
6.5 The Pledgor hereby irrevocably and unconditionally undertakes to refrain from making use of any pre-emption rights or other such rights under the articles of association of any of the Companies or any agreement that the Pledgor may have in relation to or following the sale of the Security Assets or any of them pursuant to this Agreement.
Exercise of Shareholder Rights. The Parties undertake that they will exercise all their shareholder rights associated with the ownership of their Shares (to the maximum extent in which that is not in contradiction with mandatory provisions of legal regulations) in compliance with this Agreement. The Parties undertake, in particular (to the maximum extent in which that is not in contradiction with mandatory provisions of legal regulations):
a) to procure, as needed, convening of the General Meeting and to propose and/or vote at the General Meeting for adoption of such resolutions of the General Meeting that are needed or suitable for the performance of the contents of this Agreement and/or fulfilment of the obligations hereunder; and
b) to procure, in the particular matter, that members of the Board of Directors and members of the Supervisory Board, who are representatives of the relevant Party, will vote in the given matter and act in compliance with this Agreement.
Exercise of Shareholder Rights. Each Shareholder shall, so far as it is legally able, exercise its rights in relation to the Company to vote in favour of the appointment, removal or replacement of a Supervisory Director nominated or requested to resign in accordance with clause 6.1 (Appointment and removal of Supervisory Directors), as soon as reasonably practicable after such nomination or request to resign has been made, and to procure that no person is appointed as a Supervisory Director other than pursuant to the Vodafone Shareholder’s and the Liberty Global Shareholder’s rights under clause 6.1 (Appointment and removal of Supervisory Directors) and the enhanced right of recommendation of the works council(s) of the Company’s Group in respect of the nomination for appointment of one or more Supervisory Directors pursuant to applicable law.
Exercise of Shareholder Rights. 7.1 The Pledgor shall not vote for any resolution authorising an issue of new shares, convertible debt instruments or other securities in respect of the Company except as expressly permitted by the Finance Documents.
7.2 The Pledgor shall not vote in favour of any resolution for a merger, de-merger, re- organisation (företagsrekonstruktion) of the Company or any other similar proceedings with respect to the Company, except as expressly permitted by the Finance Documents. Neither shall the Pledgor vote for any resolution for the winding-up (likvidation) of the Company or for the commencement of bankruptcy proceedings (konkurs), unless winding- up or bankruptcy proceedings are required by mandatory legislation.
7.3 The Pledgor shall not vote in favour of any resolution for the reduction of the Company’s share capital (nedsättning av aktiekapital) or for any resolution the purpose of which is to change the relative voting rights as between the Company’s shares except as expressly permitted by the Finance Documents.
7.4 The Pledgor shall not exercise the voting rights attached to the Shares in favour of any other resolution or change of the Company’s articles of association which would adversely affect the validity or enforceability of the Pledge or cause an Event of Default to occur.
7.5 Following notification of an Event of Default by the Security Trustee to the Pledgor and for as long as such Event of Default is continuing, the Security Trustee may, at its own discretion and to the exclusion of the Pledgor, exercise all voting powers under the power of attorney issued pursuant to Clause 3.1(d).
Exercise of Shareholder Rights. Subject to Clause 6.2, the Pledgor shall during the term of this Agreement have the right to exercise any voting rights attached to the Shares in a manner consistent with this Agreement and the other Finance Documents.
Exercise of Shareholder Rights. 6.1 Subject to Clause 6.2, the Pledgor shall during the term of this Agreement have the right to exercise any voting rights attached to the Shares in a manner consistent with this Agreement and the other Finance Documents.
6.2 Upon or during the continuance of an Enforcement Event, the Pledgor will at the request of the Security Agent issue to the Security Agent a separate power of attorney in the form set out in Appendix 2, giving the Security Agent, thirty (30) days after the occurrence of an Enforcement Event, the exclusive right to exercise or cause to be exercised the voting rights or other shareholder rights attached to the Shares. The power of attorney shall be renewed annually and the Pledgor shall ensure that such power of attorney remains at all relevant times in effect.
Exercise of Shareholder Rights. (A) If NLF has exercised all or any of its NLF Conversion Right and, pursuant to such exercise, holds any Shares, NLF will consult with the Secretary of State to obtain her guidance on the exercise of its rights as a shareholder (including in respect of voting on shareholder resolutions).
(B) NLF will, in exercising its rights as a shareholder, give due consideration to any such guidance.
Exercise of Shareholder Rights. 5.1 The Pledgor shall not vote for any resolution authorising an issue of new shares, convertible debt instruments or other securities in the Company unless the Pledgor extends the pledge contained in this Agreement to such issue and perfects such security in accordance with all applicable legal requirements.
5.2 The Pledgor shall not vote for any resolution for the reduction of the Company's share capital (Sw: NEDSATTNING AV AKTIEKAPITAL).
5.3 The Pledgor shall not, without the prior written consent of the Trustee, vote for any resolution for the winding-up (Sw: LIKVIDATION) of the Company, unless the winding-up is required by mandatory legislation, or for any resolution for the commencement of insolvency proceedings (Sw: konkurs), company re-organisation (Sw: FORETAGSREKONSTRUKTION) or other similar proceedings with respect to the Company.
Exercise of Shareholder Rights. Each Shareholder shall, so far as it is legally able, exercise its rights in relation to the Company to vote in favour of the appointment, removal or replacement of a Director nominated or requested to resign in accordance with clause 6.1 (Appointment and removal of Directors), as soon as reasonably practicable after such nomination or request to resign has been made, and to procure that no person is appointed as a Director other than pursuant to the Liberty Global Shareholder’s and the Telefónica Shareholder’s rights under clause 6.1 (Appointment and removal of Directors).
