Common use of Right to Vote Pledged Securities Clause in Contracts

Right to Vote Pledged Securities. (a) Unless and until an Event of Default has occurred, and until the Pledgee shall have notified the Pledgor in writing of their election to exercise the rights under this Section 4, the Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities and to exercise conversion rights with respect to any convertible securities included therein (provided, however, that no vote shall be cast, and no consent shall be given or shareholder action taken, which would have the effect of impairing the position or interest of the Pledgee with respect to the Pledged Securities or which would authorize or effect any action then prohibited by the Purchase Agreement). (b) Notwithstanding any provision herein to the contrary but subject to the terms of Section 19 hereof, if any Event of Default shall have occurred, upon the giving of the written notice referred to in subsection (a) above, then and whether or not any holder of the Obligations exercises any available option to declare such Obligations due and payable or seeks or pursues any other relief or remedy available to such holder under this Pledge Agreement or any instrument or agreement evidencing or securing any Obligations, but subject to the restrictions of Section 19 herein, the Pledgee, or their nominee, shall forthwith, without further action on the part of any person, have the sole and exclusive right to exercise all voting and other powers of ownership pertaining to the Pledged Securities and shall exercise such powers in such manner as the Pledgee shall determine to be necessary, appropriate or advisable. The Pledgor hereby agrees to execute and deliver to the Pledgee such additional powers, authorizations, proxies, dividends and such other documents as the Pledgee may reasonably request to secure to the Pledgee the rights, powers and authority intended to be conferred upon the Pledgee by this subsection (b).

Right to Vote Pledged Securities. (a) Unless Subject to SECTION 17 and applicable law, unless and until an Event of Default has occurred, occurred and until is continuing and the Pledgee Agent shall have notified the Pledgor Debtor in writing of their its election to exercise the Agent's rights under this Section 4Subsection (b) below, the Pledgor Debtor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities and to exercise conversion rights with respect to any convertible securities included therein (provided, however, that no vote shall be cast, and no consent shall be given or shareholder action taken, which would have the effect of impairing the position or interest of the Pledgee Agent and the Secured Parties with respect to the Pledged Securities or which would authorize or effect any action then prohibited by the Purchase AgreementCredit Agreement or any other Loan Document referred to therein). Subject to SECTION 17 and applicable law, the Agent shall, upon receiving a written request from the Debtor, deliver to the Debtor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any Pledged Securities which are registered in the Agent's name, and make such arrangements with respect to the conversion of convertible securities as shall be specified in the Debtor's request. (b) Notwithstanding any provision herein to the contrary but subject to the terms of Section 19 hereofcontrary, other than SECTION 17, if any Event of Default shall have occurredoccurred and be continuing, upon the giving of the written notice referred to in subsection (a) abovethe Debtor of such election, then and whether or not any holder of the Obligations exercises any available option to declare such Obligations due and payable or seeks or pursues any other relief or remedy available to such holder under this Pledge Agreement or any instrument or agreement evidencing or securing any Obligations, but subject to the restrictions of Section 19 herein, the PledgeeAgent, or their its nominee, shall forthwith, without further action act on the part of any person, have the sole and exclusive right right, subject to SECTION 17 and (to the extent permitted by law) to exercise all voting and other powers of ownership pertaining to the Pledged Securities and shall exercise such powers in such manner as the Pledgee Agent, at the Secured Parties' direction, shall determine to be necessary, appropriate or advisable. The Pledgor Debtor hereby agrees to execute and deliver to the Pledgee Agent such additional powers, authorizations, proxies, dividends and such other documents as the Pledgee Agent may reasonably request to secure to the Pledgee Agent the rights, powers and authority authorities intended to be conferred upon the Pledgee Agent by this subsection (b).

Right to Vote Pledged Securities. (a) Unless and until an Event of Default has occurredoccurred and is continuing, and until if the Pledgee Agent at the Secured Parties' direction shall have notified the Pledgor in writing of their its election to exercise the Agent's rights under this Section SECTION 4, the Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities and to exercise conversion rights with respect to any convertible securities included therein (provided, however, that no vote shall be cast, and no consent shall be given or shareholder action taken, which would have the effect of impairing the position or interest of the Pledgee Agent and the Secured Parties with respect to the Pledged Securities or which would authorize or effect any action then prohibited by the Purchase AgreementCredit Agreement or any other Transaction Document referred to therein). (b) Notwithstanding any provision herein to the contrary but subject to the terms of Section 19 hereofcontrary, if any Event of Default shall have occurredoccurred and be continuing, upon the giving of the written notice referred to in subsection (a) above, then and whether or not any holder of the Obligations exercises any available option to declare such Obligations due and payable or seeks or pursues any other relief or remedy available to such holder under this Pledge Agreement or any instrument or agreement evidencing or securing any Obligations, but subject to the restrictions of Section 19 herein, the PledgeeAgent, or their its nominee, shall forthwith, without further action on the part of any person, have the sole and exclusive right to exercise all voting and other powers of ownership pertaining to the Pledged Securities and shall exercise such powers in such manner as the Pledgee Agent, at the Secured Parties' direction, shall determine to be necessary, appropriate or advisable. The Pledgor hereby agrees to execute and deliver to the Pledgee Agent such additional powers, authorizations, proxies, dividends and such other documents as the Pledgee Agent may reasonably request to secure to the Pledgee Agent the rights, powers and authority intended to be conferred upon the Pledgee Agent by this subsection (b).

Right to Vote Pledged Securities. (a) Unless and until an Event of Default has occurredoccurred and is continuing, and until the Pledgee Agent at the Secured Parties' direction shall have notified the Pledgor in writing of their its election to exercise the Agent's rights under this Section SECTION 4, subject to SECTION 20 and applicalbe law, the Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities and to exercise conversion rights with respect to any convertible securities included therein (providedtherein; PROVIDED, howeverHOWEVER, that no vote shall be cast, and no consent shall be given or shareholder action taken, which would have the effect of impairing the position or interest of the Pledgee Agent and the Secured Parties with respect to the Pledged Securities or which would authorize or effect any action then prohibited by the Purchase Agreement)Credit Agreement or any other Transaction Document referred to therein. Subject to SECTION 20 and applicable law, the Pledgor further agrees to: (a) to the extent consistent with the rules, regulations and policies of the Federal Communications Commission ("FCC") and other Federal, state or local authorities, vote its capital stock or partnership interests in the Borrower at all times in such manner as may be necessary or appropriate to cause the Borrower to comply in full with the Transaction Documents; (b) take no action to obstruct, impede or infringe upon the Agent's and the Lenders' enforcement of their rights, benefits and remedies under the Transaction Documents; or (c) otherwise cooperate fully with the Agent and the Secured Parties in taking any action which any of them may reasonably request in order to cause the Agent and the Secured Parties to obtain and enjoy the full rights and benefits granted to them under the Transaction Documents. Subject to SECTION 20 and applicable law, the Agent shall, upon receiving a written request from the Pledgor, deliver to the Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any Pledged Securities which are registered in the Agent's name, and make such arrangements with respect to the conversion of convertible securities as shall be specified in the Pledgor's request. (b) Notwithstanding any provision herein to the contrary but subject to the terms of Section 19 hereofcontrary, except SECTION 20, if any Event of Default shall have occurredoccurred and be continuing, upon the giving of the written notice referred to in subsection (a) above, then and whether or not any holder of the Obligations exercises any available option to declare such Obligations due and payable or seeks or pursues any other relief or remedy available to such holder under this Pledge Agreement or any instrument or agreement evidencing or securing any Obligations, but subject to the restrictions of Section 19 herein, the PledgeeAgent, or their its nominee, shall forthwith, without further action on the part of any person, have the sole and exclusive right (subject to SECTION 20 and to the extent permitted by law) to exercise all voting and other powers of ownership pertaining to the Pledged Securities and shall exercise such powers in such manner as the Pledgee Agent, at the Secured Parties' direction, shall determine to be necessary, appropriate or advisable. The Pledgor hereby agrees to execute and deliver to the Pledgee Agent such additional powers, authorizations, proxies, dividends and such other documents as the Pledgee Agent may reasonably request to secure to the Pledgee Agent the rights, powers and authority intended to be conferred upon the Pledgee Agent by this subsection (b).

Right to Vote Pledged Securities. (a) Unless and until an Event of Default has occurred, occurred and until is continuing and the Pledgee Agent shall have notified the Pledgor Debtor in writing of their its election to exercise the Agent's rights under this Section 4subsection (b) below, the Pledgor Debtor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities and to exercise conversion rights with respect to any convertible securities included therein (provided, however, that no vote shall be cast, and no consent shall be given or shareholder action taken, which would have the effect of impairing the position or interest of the Pledgee Agent and the Secured Parties with respect to the Pledged Securities or cause an Event of Default or which would authorize or effect any action then prohibited by the Purchase AgreementCredit Agreement or any other Loan Document referred to therein). The Agent shall, upon receiving a written request from any Debtor accompanied by a certificate signed by its principal financial officer stating that no Event of Default has occurred and is continuing, deliver to the Debtor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any Pledged Securities which are registered in the Agent's name, and make such arrangements with respect to the conversion of convertible securities as shall be specified in the Debtor's request and be in form and substance satisfactory to the Agent. (b) Notwithstanding any provision herein to the contrary but subject to the terms of contrary, except as set forth in Section 19 17 hereof, if any Event of Default shall have occurredoccurred and be continuing, upon the giving of the written notice referred to in subsection (a) abovethe Debtor of such election, then and whether or not any holder of the Obligations exercises any available option to declare such Obligations due and payable or seeks or pursues any other relief or remedy available to such holder under this Security and Pledge Agreement or any instrument or agreement evidencing or securing any Obligations, but subject to the restrictions of Section 19 herein, the PledgeeAgent, or their its nominee, shall forthwith, without further action act on the part of any person, have the sole and exclusive right (to the extent permitted by law specifically including the rules, regulations and policies of the FCC) to exercise all voting and other powers of ownership pertaining to the Pledged Securities and shall exercise such powers in such manner as the Pledgee Agent, at the Secured Parties' direction, shall determine to be necessary, appropriate or advisable. The Pledgor Debtor hereby agrees to execute and deliver to the Pledgee Agent such additional powers, authorizations, proxies, dividends and such other documents as the Pledgee Agent may reasonably request to secure to the Pledgee Agent the rights, powers and authority authorities intended to be conferred upon the Pledgee Agent by this subsection (b).

Right to Vote Pledged Securities. (a) Unless and until an Event of Default has occurred, and until the Pledgee shall have notified occurred that continues beyond the Pledgor in writing expiration of their election to exercise the rights under this Section 4any applicable grace or cure period, the Pledgor if any, Debtor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities and to exercise conversion rights with respect to any the convertible securities included therein (providedtherein, howeverand Secured Party shall, upon receiving a written request from Debtor accompanied by a certificate signed by its principal financial officer stating that no vote Event of Default has occurred and is continuing, deliver to Debtor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers as Secured Party shall be castapprove in respect of any Pledged Securities which are registered in Secured Party's name, and no consent shall be given or shareholder action taken, which would have the effect of impairing the position or interest of the Pledgee make such arrangements with respect to the Pledged Securities or which would authorize or effect any action then prohibited by the Purchase Agreement). (b) Notwithstanding any provision herein conversion of convertible securities as shall be specified in Debtor's request and be in form and substance reasonably satisfactory to the contrary but subject to the terms of Section 19 hereof, if any Secured Party. If an Event of Default shall have occurredoccurred that continues beyond the expiration of any applicable grace or cure period, upon if any, and provided Secured Party elects to exercise the giving rights hereinafter set forth by notice to Debtor of such election, Secured Party shall have the written notice referred right to in subsection (a) abovethe extent permitted by law, then and whether Debtor shall take all such action as may be necessary or not any holder of the Obligations exercises any available option appropriate to declare give effect to such Obligations due right, to vote and payable or seeks or pursues to give consents, ratifications and waivers and take any other relief or remedy available action with respect to such holder under this Pledge Agreement or any instrument or agreement evidencing or securing any Obligations, but subject to the restrictions of Section 19 herein, the Pledgee, or their nominee, shall forthwith, without further action on the part of any person, have the sole and exclusive right to exercise all voting and other powers of ownership pertaining to the Pledged Securities with the same force and shall exercise such powers in such manner effect as if Secured Party were the Pledgee shall determine to be necessary, appropriate or advisableabsolute and sole owner thereof. The Pledgor hereby agrees to execute curing of any such Event of Default where no grace or cure period has been granted herein or the curing of any such Event of Default after the expiration of any applicable grace or cure period, if any, shall not divest Secured Party of its rights under Sections 8, 9, 10 and deliver 11 hereof unless and until Secured Party in writing reinstates the rights of Debtor which existed prior to the Pledgee such additional powers, authorizations, proxies, dividends and such other documents as occurrence of the Pledgee may reasonably request to secure to the Pledgee the rights, powers and authority intended to be conferred upon the Pledgee by this subsection (b)Event of Default.

Right to Vote Pledged Securities. (a) Unless and until an Event of Default has occurred, and until if the Pledgee Secured Party shall have notified the any Pledgor in writing of their its election to exercise the Secured Party's rights under this Section 4, the each Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities held in such Pledgor's name and to exercise conversion rights with respect to any convertible securities included therein (therein; provided, however, that no vote shall be cast, and no consent shall be given or shareholder member action taken, which would have the effect of impairing the position or interest of the Pledgee Secured Party with respect to the Pledged Securities or Secured Party's rights and remedies under, or which would authorize or effect any action then prohibited by by, the Purchase Agreement)Credit Agreement or any other Loan Document referred to therein. (b) Notwithstanding any provision herein to the contrary but subject to the terms of Section 19 hereofcontrary, if any Event of Default shall have occurred, upon the giving of the written notice referred to in subsection (a) above, then and whether or not any holder of the Obligations exercises any available option to declare such Obligations due and payable or seeks or pursues any other relief or remedy available to such holder under this Pledge Agreement or any instrument or agreement evidencing or securing any Obligations, but subject to the restrictions of Section 19 herein, the PledgeeSecured Party, or their its nominee, shall forthwith, without further action on the part of any person, have the sole and exclusive right to exercise all voting and other powers of ownership pertaining to the Pledged Securities and shall exercise such powers in such manner as the Pledgee Secured Party shall determine to be necessary, appropriate or advisable. The Each Pledgor hereby agrees to execute and deliver to the Pledgee Secured Party such additional powers, authorizations, proxies, dividends and such other documents as the Pledgee Secured Party may reasonably request to secure to the Pledgee Secured Party the rights, powers and authority intended to be conferred upon the Pledgee by this subsection (b).