Common use of Limit on Right of Action Clause in Contracts

Limit on Right of Action. (a) Each Purchaser, for itself and its successors and assigns, agrees for the benefit of the holders of the Senior Indebtedness that so long as any part of the Senior Indebtedness remains outstanding, the Purchaser will not take any action to accelerate or demand the payment of the Subordinated Indebtedness or to foreclose or otherwise realize on any security or guaranty given by the Company, any Subsidiary Guarantor or any of their Affiliates to secure or guarantee the Subordinated Indebtedness prior to the earlier of (i) a Reorganization or (ii) the acceleration of the Senior Indebtedness by the holders thereof; provided, that, the prohibition contained in this sentence shall not be applicable during any period which does not constitute a Blockage Period (as hereinafter defined); provided, further, that the Purchaser, for itself and its successors and assigns shall be permitted to take any such action only following the passage of 30 days after the Agent has received written notice of the intention of the Purchaser, for itself and its successors and assigns to take any such action and setting forth a description of the action proposed to be taken, which notice may be delivered only at such time as a default shall have occurred and be continuing with respect to the Subordinated Indebtedness. The foregoing provisions of this Section 4.4 are solely for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand and the holders of the Subordinated Indebtedness on the other hand and shall not limit or otherwise affect any rights which the holders of the Subordinated Indebtedness may have against the Company under the terms of this Agreement or the Notes. Each Purchaser, for itself and its successors and assigns agrees that it will not take any action that will impede, interfere with or restrict or restrain the exercise by the holders of the Senior Indebtedness of their rights and remedies under the Senior Secured Notes (including, without limitation, the right to apply for and have a receiver appointed thereunder for the assets or stock of any CanArgo Group Member) and, upon commencement of any Reorganization, will take such actions as may be reasonably necessary or appropriate to effectuate the obligations of the Purchasers pursuant to this Agreement. (b) If an Event of Default other than a Payment Default shall have occurred, no payment on the Subordinated Indebtedness shall be made for a period (a “Blockage Period”) of time commencing upon delivery by the Agent to the Company and by the Company to the Purchasers of written notice specifying the Event of Default (the “Blockage Notice”) and continuing until the earlier of (A) 270 days from the date of delivery of the Blockage Notice or (B) the date on which all such Events of Default described in such Blockage Notice have been cured or waived; provided, that, if such Event of Default is waived by the Agent or is cured and any other Event of Default occurs or shall have occurred then no payments shall be permitted under the foregoing provisions of this paragraph (ii) until the expiration of 270 days after receipt by the Purchasers of written notice from the Company of such other Event of Default (or until the cure or waiver thereof by the Agent if such cure or waiver thereof occurs during such 270 day period)

Limit on Right of Action. (a) Each PurchaserInvestor, for itself and its successors and assigns, agrees for the benefit of the holders of the Senior Indebtedness that so long as any part until indefeasible payment in full in cash of the Senior Indebtedness remains outstandingand termination of the Senior Credit Agreement and the Indenture, the Purchaser such Investor will not take any action to accelerate or demand the payment by a Company of the Subordinated Indebtedness Obligations, or exercise a right of redemption or a put (to the Company) in respect of the Subordinated Obligations, or exercise any of its remedies in respect of the Subordinated Obligations, to initiate any Reorganization of, or litigation against, a Company, or to foreclose or otherwise realize on any security or guaranty Lien, if any, given by the Company, any Subsidiary Guarantor a Company or any of their Affiliates other Person to secure or guarantee the Subordinated Indebtedness prior to Obligations; provided, however, that the Investors may accelerate or exercise a right of redemption of the Subordinated Obligations upon the earlier to occur of (i) a Reorganization of the Company (provided that the Investors agree to rescind any acceleration or notice of mandatory redemption resulting from a Reorganization which is an involuntary proceeding dismissed or discharged within 60 days thereof), (ii) the acceleration of the Primary Senior Indebtedness by the holders thereof, (iii) the date which is 180 days after the date the Investors notify the Agent that one of the events under subsections (a), (b) or (c) of Section 10 of the Preferred Stockholders Agreement has occurred so long as such event is continuing at the time of acceleration or exercise of the right of redemption or a put (to the Company); provided further, however, after prior written notice to Agent, the Investors may also initiate litigation against the Companies and the Management Stockholders after either one of the events set forth in the foregoing subsections (i) or (ii) have occurred. Notwithstanding the foregoing, the Investors may (x) sue for specific performance of any of the covenants in the Subordinaxxx Agreements pursuant to their Rights thereunder so long as such action is not in conflict with this Agreement, does not involve an acceleration or an exercise of the right of mandatory redemption or a put (to the Company) of the Subordinated Obligations, the creation of any liens, the payment of, or determination of, any obligation for money damages or the payment of any sums whatsoever to the Investors, and (y) take the actions contemplated by Section 10 of the Preferred Stockholders Agreement and Article VI or Article VIII of the Warrant Agreement pursuant to their rights thereunder as in effect on the date hereof; provided, that, the prohibition contained in this sentence shall not be applicable during any period which does not constitute a Blockage Period (as hereinafter defined); provided, furtherhowever, that the Purchaser, for itself and its successors and assigns shall be permitted to take any such action only following the passage of 30 days after the Agent has received written notice of the intention of the Purchaser, for itself and its successors and assigns to take any such action and setting forth a description of the action proposed to be taken, which notice may be delivered only at such time as the Agent and/or the Senior Lenders have commenced to actively pursue the exercise of their Rights under the Loan Documents to conduct a default shall have occurred and be continuing with respect sale of the Collateral securing the Primary Senior Indebtedness, either pursuant to the Subordinated Indebtedness. The foregoing provisions exercise of this Section 4.4 are solely for foreclosure Rights, an agreed-upon-sale, or deed-in-lieu of foreclosure, or otherwise, or the purpose of defining the relative rights Trustee on behalf of the holders Senior Subordinated Noteholders has commenced to actively pursue the exercise of their Rights under the Senior Indebtedness on Subordinated Notes or the one hand and Indenture, then the holders Investors shall no longer have the right to take any of the Subordinated Indebtedness on actions permitted to be taken by the Investors hereunder (other hand and shall not limit than acceleration or otherwise affect exercise of a right to require the Company to redeem any rights which the holders or all shares of Preferred Stock under Section 8.1 of the Subordinated Indebtedness may have against Preferred Stockholders Agreement, as applicable, the Company actions permitted under Section 3.3 hereof, or actions to perfect the terms of this Agreement or Investors' rights to payment from any excess proceeds arising from the Notes. Each Purchaser, for itself and its successors and assigns agrees that it will not take any action that will impede, interfere with or restrict or restrain the exercise by the holders Pledged Shares after payment in full of the Senior Indebtedness and the termination of the Senior Credit Agreement and the Indenture) until such date as the Agent and/or the Senior Lenders and/or the Trustee on behalf of the Senior Subordinated Noteholders cease such efforts. If at any ti8. me the Agent, the Senior Lenders or the Trustee, on behalf of the Senior Subordinated Noteholder should begin or resume to actively pursue the exercise of their rights and remedies Rights under the Senior Secured Notes (includingLoan Documents or the Indenture or the Subordinated Guaranties, without limitation, including the right to apply for and have conducting of a receiver appointed thereunder for the assets or stock sale of any CanArgo Group Member) and, upon commencement of any Reorganization, will take such actions as may be reasonably necessary or appropriate to effectuate the obligations of the Purchasers pursuant to this Agreement. (b) If an Event of Default other than a Payment Default shall have occurred, no payment on the Subordinated Indebtedness shall be made for a period (a “Blockage Period”) of time commencing upon delivery by the Agent to the Company and by the Company to the Purchasers of written notice specifying the Event of Default (the “Blockage Notice”) and continuing until the earlier of (A) 270 days from the date of delivery of the Blockage Notice or (B) the date on which all such Events of Default described in such Blockage Notice have been cured or waived; provided, that, if such Event of Default is waived Collateral by the Agent or is cured and any other Event Senior Lender, then the Investors shall again cease taking any actions permitted hereunder. In the event of Default occurs or shall have occurred then no payments a dispute with respect to this provision, it shall be permitted under the foregoing provisions Investors' burden of this paragraph (ii) until the expiration of 270 days after receipt by the Purchasers of written notice from the Company of such other Event of Default (or until the cure or waiver thereof by proof that the Agent if such cure or waiver thereof occurs during such 270 day period)the Senior Lenders or the Trustee on behalf of the Senior Subordinated Noteholders have failed or ceased to actively pursue the exercise of the Rights as described herein.

Limit on Right of Action. (a) Each Purchaser, for itself and its successors and assigns, agrees The Subordinated Creditors agree for the benefit of the holders of the Senior Indebtedness that so long as any Notes or any other part of the Senior Indebtedness remains outstanding, the Purchaser Subordinated Creditors will not not, directly or indirectly, take any action to accelerate or demand the payment by Holdings I of the Subordinated Indebtedness (including any put of the Warrants pursuant to the Warrant Agreement), to exercise any of its remedies in respect of the Subordinated Indebtedness (including any requirement to change the composition of the Board of Directors of Holdings I or to cause a "Sale of the Company" (as defined in the Voting and Co-Sale Agreement) pursuant to the Voting and Co-Sale Agreement), whether pursuant to any Subordinated Agreement, any Subordinated Securities or otherwise, or in respect of any guarantee of payment thereof, to initiate any litigation against Holdings I, or to foreclose or otherwise realize on any security or guaranty given by the Company, any Subsidiary Guarantor Holdings I or any of their Affiliates other person to secure or guarantee the Subordinated Indebtedness prior to the earlier of (i) a Reorganization or (ii) 180 days after the acceleration of the Senior Indebtedness receipt by the holders thereof; provided, that, the prohibition contained in this sentence shall not be applicable during any period which does not constitute a Blockage Period (as hereinafter defined); provided, further, that the Purchaser, for itself and its successors and assigns shall be permitted Agent of written notice of intent to take any such action only following by the passage percentage of 30 days after the Agent has received written notice of the intention of the Purchaser, for itself and its successors and assigns Subordinated Creditors required to take any authorize such action and setting forth under the Subordinated Investment Agreement, provided that (x) such notice is given during the continuance of a description "Material Event of Default" under the action proposed Subordinated Investment Agreement caused by the failure of Holdings I to make a payment permitted to be taken, which notice may made under clause (i) or (ii) of Section 3.6(b) hereof and (y) any proceeds received or recoverable by the Subordinated Creditors in connection therewith shall be delivered only at such time as a default shall have occurred and be continuing with respect subject to the Subordinated Indebtedness. The foregoing other provisions of this Section 4.4 are solely for Agreement. Notwithstanding anything herein to the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand and the holders of contrary, the Subordinated Indebtedness on the Creditors will neither commence nor join with any other hand and creditor or creditors of any Company in commencing any bankruptcy, reorganization or insolvency proceedings against any Company. (b) The Subordinated Creditors shall not limit amend or otherwise affect any rights which the holders permit amendment of the Subordinated Indebtedness may have against the Company under the terms of this Agreement any instrument or the Notes. Each Purchaser, for itself and its successors and assigns agrees that it will not take agreement evidencing any action that will impede, interfere with or restrict or restrain the exercise by the holders of the Senior Subordinated Indebtedness of their rights and remedies under the Senior Secured Notes (including, without limitation, the right to apply for Subordinated Agreements and have a receiver appointed thereunder for the assets or stock of any CanArgo Group Member) and, upon commencement of any Reorganization, will take such actions as may be reasonably necessary or appropriate to effectuate the obligations of the Purchasers pursuant to this Agreement. (b) If an Event of Default other than a Payment Default shall have occurred, no payment on the Subordinated Indebtedness shall be made for a period Securities), the effect of which is to (a “Blockage Period”i) of time commencing upon delivery by the Agent to the Company and by the Company to the Purchasers of written notice specifying the Event of Default (the “Blockage Notice”) and continuing until the earlier of (A) 270 days from the date of delivery of the Blockage Notice increase principal, interest, fees, reimbursements or (B) the date on which all such Events of Default described in such Blockage Notice have been cured other amounts payable with respect thereto or waived; providedcreate any additional payment obligations thereunder, that, if such Event of Default is waived by the Agent or is cured and any other Event of Default occurs or shall have occurred then no payments shall be permitted under the foregoing provisions of this paragraph (ii) until accelerate any scheduled or otherwise required payments of principal, interest, fees, reimbursements or other amounts, (iii) cause any covenants or other agreements to be more restrictive upon, or burdensome to, Holdings I, (iv) alter any event of default or put provisions contained in the expiration Subordinated Agreements or in the Subordinated Securities, or (v) make any other change which could reasonably be expected to materially adversely affect the interests of 270 days after receipt by the Purchasers Holders, without the prior written consent of written notice from the Company of such other Event of Default (or until the cure or waiver thereof by the Agent if such cure or waiver thereof occurs during such 270 day period)Agent.

Limit on Right of Action. (a) Each Purchaser, for itself and its successors and assigns, agrees The Permitted Holders agree for the benefit of the holders of the Senior Indebtedness Subordinated Note Obligations that so long as any Senior Subordinated Notes or any other part of the Senior Indebtedness Subordinated Note Obligations remains outstanding, but subject to Section 19.4, the Purchaser Permitted Holders will not not, directly or indirectly, take any action to accelerate or demand payment by the payment Company of the Subordinated Indebtedness (including any put of the Warrants pursuant to the Warrant Agreement), to exercise any of its remedies in respect of the Subordinated Indebtedness (including any requirement to change the composition of the Board of Directors of the Company or to cause a "Sale of the Company" (as defined in the Voting and Co-Sale Agreement) pursuant to the Voting and Co-Sale Agreement), whether pursuant to any Subordinated Agreement, the Notes, the Warrants or otherwise, or in respect of any guarantee of payment thereof, to initiate any litigation against the Company or any of its direct or indirect subsidiaries or to foreclose or otherwise realize on any security or guaranty given by the Company, any Subsidiary Guarantor Company or any of their Affiliates other person to secure or guarantee the Subordinated Indebtedness prior to the earlier of (i) a Reorganization of the Company or (ii) 180 days after the acceleration of receipt by the Senior Indebtedness by the holders thereof; provided, that, the prohibition contained in this sentence shall not be applicable during any period which does not constitute a Blockage Period (as hereinafter defined); provided, further, that the Purchaser, for itself and its successors and assigns shall be permitted Subordinated Notes Trustee of written notice of intent to take any such action only following by the passage of 30 days after the Agent has received written notice percentage of the intention Permitted Holders required to authorize such action under this Agreement, provided that (x) such notice is given during the continuance of a Material Event of Default caused by the failure of the Purchaser, for itself and its successors and assigns Company to take any such action and setting forth make a description of the action proposed payment permitted to be taken, which notice may made under clause (i) or (ii) of Section 19.4(b) hereof and (y) any proceeds received or recoverable by the Permitted Holders in connection therewith shall be delivered only at such time as a default shall have occurred and be continuing with respect subject to the Subordinated Indebtedness. The foregoing other provisions of this Section 4.4 are solely for Article XIX. Notwithstanding anything herein to the purpose of defining contrary, the relative rights Permitted Holders will neither commence nor join with any other creditor or creditors of the holders Company or any of Senior Indebtedness on the one hand and the holders of the Subordinated Indebtedness on the other hand and shall not limit its direct or otherwise affect indirect subsidiaries in commencing any rights which the holders of the Subordinated Indebtedness may have bankruptcy, reorganization or insolvency proceedings against the Company under or any such subsidiary. Notwithstanding the foregoing, in the event of a material breach by the Company of any material covenant contained in this Agreement, the Warrant Agreement or Voting and Co-Sale Agreement, the Permitted Holders may seek injunctive relief and state a claim for damages; provided, however, that the Permitted Holders shall not be entitled to collect or receive any monetary damages in respect of such claim from the Company or any of its subsidiaries in connection with such material breach except in accordance with the first sentence of this Section 19.7. (b) The Permitted Holders shall not amend or permit amendment of the terms of this Agreement any instrument or the Notes. Each Purchaser, for itself and its successors and assigns agrees that it will not take agreement evidencing any action that will impede, interfere with or restrict or restrain the exercise by the holders of the Senior Subordinated Indebtedness of their rights and remedies under the Senior Secured Notes (including, without limitation, the right Subordinated Agreements, the Notes or the Warrants), the effect of which is to apply for and have a receiver appointed thereunder for the assets (i) increase principal, interest, fees, reimbursements or stock other amounts payable with respect thereto or create any additional payment obligations thereunder, (ii) accelerate any scheduled or otherwise required payments of principal, interest, fees, reimbursements or other amounts, (iii) cause any CanArgo Group Member) andcovenants or other agreements to be more restrictive upon, upon commencement of any Reorganizationor burdensome to, will take such actions as may be reasonably necessary or appropriate to effectuate the obligations of the Purchasers pursuant to this Agreement. (b) If an Event of Default other than a Payment Default shall have occurred, no payment on the Subordinated Indebtedness shall be made for a period (a “Blockage Period”) of time commencing upon delivery by the Agent to the Company and by its Subsidiaries, (iv) alter any event of default or put provisions contained in the Subordinated Agreements, the Notes or the Warrants (other than any alterations in favor of the Company to the Purchasers of written notice specifying the Event of Default (the “Blockage Notice”) and continuing until the earlier of (A) 270 days from the date of delivery of the Blockage Notice or (B) the date on which all such Events of Default described in such Blockage Notice have been cured or waived; provided, that, if such Event of Default is waived by the Agent or is cured and any other Event of Default occurs or shall have occurred then no payments shall be that are permitted under the foregoing provisions Senior Subordinated Loan Agreement) or (v) make any other change which materially adversely affect the interests of this paragraph (ii) until the expiration holders of 270 days after receipt by Senior Subordinated Note Obligations, without the Purchasers prior written consent of written notice from the Company of such other Event of Default (or until the cure or waiver thereof by the Agent if such cure or waiver thereof occurs during such 270 day period)Senior Subordinated Notes Trustee.

Limit on Right of Action. (a) Each PurchaserInvestor, for itself and its successors and assigns, agrees for the benefit of the holders of the Senior Indebtedness that so long as any part until indefeasible payment in full in cash of the Senior Indebtedness remains outstandingand termination of the Senior Credit Agreement and the Indenture, the Purchaser such Investor will not take any action to accelerate or demand the payment by a Company of the Subordinated Indebtedness Obligations, or exercise a right of redemption or a put (to the Company) in respect of the Subordinated Obligations, or exercise any of its remedies in respect of the Subordinated Obligations, to initiate any Reorganization of, or litigation against, a Company, or to foreclose or otherwise realize on any security or guaranty Lien, if any, given by the Company, any Subsidiary Guarantor a Company or any of their Affiliates other Person to secure or guarantee the Subordinated Indebtedness prior to Obligations; provided, however, that the Investors may accelerate or exercise a right of redemption of the Subordinated Obligations upon the earlier to occur of (i) a Reorganization of the Company (provided that the Investors agree to rescind any acceleration or notice of mandatory redemption resulting from a Reorganization which is an involuntary proceeding dismissed or discharged within 60 days thereof), (ii) the acceleration of the Primary Senior Indebtedness by the holders thereof, (iii) the date which is 180 days after the date the Investors notify the Agent that one of the events under subsections (a), (b) or (c) of Section 10 of the Preferred Stockholders Agreement has occurred so long as such event is continuing at the time of acceleration or exercise of the right of redemption or a put (to the Company); provided further, however, after prior written notice to Agent, the Investors may also initiate litigation against the Companies and the Management Stockholders after either one of the events set forth in the foregoing subsections (i) or (ii) have occurred. Notwithstanding the foregoing, the Investors may (x) xxx for specific performance of any of the covenants in the Subordinated Agreements pursuant to their Rights thereunder so long as such action is not in conflict with this Agreement, does not involve an acceleration or an exercise of the right of mandatory redemption or a put (to the Company) of the Subordinated Obligations, the creation of any liens, the payment of, or determination of, any obligation for money damages or the payment of any sums whatsoever to the Investors, and (y) take the actions contemplated by Section 10 of the Preferred Stockholders Agreement and Article VI or Article VIII of the Warrant Agreement pursuant to their rights thereunder as in effect on the date hereof; provided, that, the prohibition contained in this sentence shall not be applicable during any period which does not constitute a Blockage Period (as hereinafter defined); provided, furtherhowever, that the Purchaser, for itself and its successors and assigns shall be permitted to take any such action only following the passage of 30 days after the Agent has received written notice of the intention of the Purchaser, for itself and its successors and assigns to take any such action and setting forth a description of the action proposed to be taken, which notice may be delivered only at such time as the Agent and/or the Senior Lenders have commenced to actively pursue the exercise of their Rights under the Loan Documents to conduct a default shall have occurred and be continuing with respect sale of the Collateral securing the Primary Senior Indebtedness, either pursuant to the Subordinated Indebtedness. The foregoing provisions exercise of this Section 4.4 are solely for foreclosure Rights, an agreed-upon-sale, or deed-in-lieu of foreclosure, or otherwise, or the purpose of defining the relative rights Trustee on behalf of the holders Senior Subordinated Noteholders has commenced to actively pursue the exercise of their Rights under the Senior Indebtedness on Subordinated Notes or the one hand and Indenture, then the holders Investors shall no longer have the right to take any of the Subordinated Indebtedness on actions permitted to be taken by the Investors hereunder (other hand and shall not limit than acceleration or otherwise affect exercise of a right to require the Company to redeem any rights which the holders or all shares of Preferred Stock under Section 8.1 of the Subordinated Indebtedness may have against Preferred Stockholders Agreement, as applicable, the Company actions permitted under Section 3.3 hereof, or actions to perfect the terms of this Agreement or Investors' rights to payment from any excess proceeds arising from the Notes. Each Purchaser, for itself and its successors and assigns agrees that it will not take any action that will impede, interfere with or restrict or restrain the exercise by the holders Pledged Shares after payment in full of the Senior Indebtedness and the termination of the Senior Credit Agreement and the Indenture) until such date as the Agent and/or the Senior Lenders and/or the Trustee on behalf of the Senior Subordinated Noteholders cease such efforts. If at any time the Agent, the Senior Lenders or the Trustee, on behalf of the Senior Subordinated Noteholder should begin or resume to actively pursue the exercise of their rights and remedies Rights under the Senior Secured Notes (includingLoan Documents or the Indenture or the Subordinated Guaranties, without limitation, including the right to apply for and have conducting of a receiver appointed thereunder for the assets or stock sale of any CanArgo Group Member) and, upon commencement of any Reorganization, will take such actions as may be reasonably necessary or appropriate to effectuate the obligations of the Purchasers pursuant to this Agreement. (b) If an Event of Default other than a Payment Default shall have occurred, no payment on the Subordinated Indebtedness shall be made for a period (a “Blockage Period”) of time commencing upon delivery by the Agent to the Company and by the Company to the Purchasers of written notice specifying the Event of Default (the “Blockage Notice”) and continuing until the earlier of (A) 270 days from the date of delivery of the Blockage Notice or (B) the date on which all such Events of Default described in such Blockage Notice have been cured or waived; provided, that, if such Event of Default is waived Collateral by the Agent or is cured and any other Event Senior Lender, then the Investors shall again cease taking any actions permitted hereunder. In the event of Default occurs or shall have occurred then no payments a dispute with respect to this provision, it shall be permitted under the foregoing provisions Investors' burden of this paragraph (ii) until the expiration of 270 days after receipt by the Purchasers of written notice from the Company of such other Event of Default (or until the cure or waiver thereof by proof that the Agent if such cure or waiver thereof occurs during such 270 day period)the Senior Lenders or the Trustee on behalf of the Senior Subordinated Noteholders have failed or ceased to actively pursue the exercise of the Rights as described herein.