Common use of Right to Vote Pledged Securities Clause in Contracts

Right to Vote Pledged Securities. (a) Subject to SECTION 17 and applicable law, unless and until an Event of Default has occurred and is continuing and the Agent shall have notified the Debtor in writing of its election to exercise the Agent's rights under Subsection (b) below, the 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 Agent and the Secured Parties with respect to the Pledged Securities or which would authorize or effect any action then prohibited by the Credit 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, other than SECTION 17, if any Event of Default shall have occurred and be continuing, upon written notice to the 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 Agreement or any instrument or agreement evidencing or securing any Obligations, the Agent, or its nominee, shall forthwith, without further act on the part of any person, have the sole and exclusive 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 Agent, at the Secured Parties' direction, shall determine to be necessary, appropriate or advisable. The Debtor hereby agrees to execute and deliver to the Agent such additional powers, authorizations, proxies, dividends and such other documents as the Agent may reasonably request to secure to the Agent the rights, powers and authorities intended to be conferred upon the Agent by this subsection (b).

Right to Vote Pledged Securities. (a) Subject to SECTION 17 and applicable law, unless and until Unless an Event of Default has occurred and is continuing and the Agent shall have notified occurred that continues beyond the Debtor in writing expiration of its election to exercise the Agent's rights under Subsection (b) belowany applicable grace or cure period, the 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 (provided, however, that no vote shall be casttherein, and no consent shall be given or shareholder action taken, which would have the effect of impairing the position or interest of the Agent and the Secured Parties with respect to the Pledged Securities or which would authorize or effect any action then prohibited by the Credit Agreement or any other Loan Document referred to therein). Subject to SECTION 17 and applicable law, the Agent Party shall, upon receiving a written request from the DebtorDebtor 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 as Secured Party shall approve in respect of any Pledged Securities which are registered in the AgentSecured Party'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 request and be in form and substance reasonably satisfactory to the contrary, other than SECTION 17, if any Secured Party. If an Event of Default shall have occurred that continues beyond the expiration of any applicable grace or cure period, if any, and be continuing, upon written provided Secured Party elects to exercise the rights hereinafter set forth by notice to the 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 Agreement or any instrument or agreement evidencing or securing any Obligations, the Agent, or its nominee, Secured Party shall forthwith, without further act on the part of any person, have the sole and exclusive right, subject to SECTION 17 and (right to the extent permitted by law) , and Debtor shall take all such action as may be necessary or appropriate to exercise give effect to such right, to vote and to give consents, ratifications and waivers and take any other action with respect to all voting and other powers of ownership pertaining to the Pledged Securities with the same force and shall exercise effect as if Secured Party were the absolute and sole owner thereof. The curing of any such powers in Event of Default where no grace or cure period has been granted herein or the curing of any such manner as Event of Default after the Agentexpiration of any applicable grace or cure period, at the Secured Parties' directionif any, shall determine to be necessarynot divest Secured Party of its rights under Sections 8, appropriate or advisable. The 9, 10 and 11 hereof unless and until Secured Party in writing reinstates the rights of Debtor hereby agrees to execute and deliver which existed prior to the Agent such additional powers, authorizations, proxies, dividends and such other documents as occurrence of the Agent may reasonably request to secure to the Agent the rights, powers and authorities intended to be conferred upon the Agent by this subsection (b)Event of Default.

Right to Vote Pledged Securities. (a) Subject to SECTION 17 and applicable law, unless Unless and until an Event of Default has occurred occurred, and is continuing and until the Agent Pledgee shall have notified the Debtor Pledgor in writing of its their election to exercise the Agent's rights under Subsection (b) belowthis Section 4, the Debtor 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 Agent and the Secured Parties Pledgee with respect to the Pledged Securities or which would authorize or effect any action then prohibited by the Credit Agreement or any other Loan Document referred to thereinPurchase Agreement). 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, other than SECTION 17contrary but subject to the terms of Section 19 hereof, if any Event of Default shall have occurred and be continuingoccurred, upon the giving of the written notice referred to the Debtor of such electionin 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 Agentrestrictions of Section 19 herein, the Pledgee, or its their nominee, shall forthwith, without further act action on the part of any person, have the sole and exclusive right, subject to SECTION 17 and (to the extent permitted by law) 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 Agent, at the Secured Parties' direction, Pledgee shall determine to be necessary, appropriate or advisable. The Debtor Pledgor hereby agrees to execute and deliver to the Agent Pledgee such additional powers, authorizations, proxies, dividends and such other documents as the Agent Pledgee may reasonably request to secure to the Agent Pledgee the rights, powers and authorities authority intended to be conferred upon the Agent Pledgee by this subsection (b).

Right to Vote Pledged Securities. (a) Subject to SECTION 17 and applicable law, unless Unless and until an Event of Default has occurred and is continuing and the Agent shall have notified the Debtor in writing of its election to exercise the Agent's rights under Subsection subsection (b) below, the 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 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 Credit Agreement or any other Loan Document referred to therein). Subject to SECTION 17 and applicable law, the The Agent shall, upon receiving a written request from the Debtorany 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 requestrequest and be in form and substance satisfactory to the Agent. (b) Notwithstanding any provision herein to the contrary, other than SECTION 17except as set forth in Section 17 hereof, if any Event of Default shall have occurred and be continuing, upon written notice to the 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, the Agent, or its nominee, shall forthwith, without further act on the part of any person, have the sole and exclusive right, subject to SECTION 17 and right (to the extent permitted by lawlaw 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 Agent, at the Secured Parties' direction, shall determine to be necessary, appropriate or advisable. The Debtor hereby agrees to execute and deliver to the Agent such additional powers, authorizations, proxies, dividends and such other documents as the Agent may reasonably request to secure to the Agent the rights, powers and authorities intended to be conferred upon the Agent by this subsection (b).

Right to Vote Pledged Securities. (a) Subject to SECTION 17 and applicable law, unless Unless and until an Event of Default has occurred and is continuing continuing, and if the Agent at the Secured Parties' direction shall have notified the Debtor Pledgor in writing of its election to exercise the Agent's rights under Subsection (b) belowthis SECTION 4, the Debtor 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 Agent and the Secured Parties with respect to the Pledged Securities or which would authorize or effect any action then prohibited by the Credit Agreement or any other Loan Transaction 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, other than SECTION 17, if any Event of Default shall have occurred and be continuing, upon the giving of the written notice referred to the Debtor of such electionin 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, the Agent, or its nominee, shall forthwith, without further act action on the part of any person, have the sole and exclusive right, subject to SECTION 17 and (to the extent permitted by law) 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 Agent, at the Secured Parties' direction, shall determine to be necessary, appropriate or advisable. The Debtor Pledgor hereby agrees to execute and deliver to the Agent such additional powers, authorizations, proxies, dividends and such other documents as the Agent may reasonably request to secure to the Agent the rights, powers and authorities authority intended to be conferred upon the Agent by this subsection (b).

Right to Vote Pledged Securities. (a) Subject to SECTION 17 and applicable law, unless Unless and until an Event of Default has occurred and is continuing continuing, and the Agent at the Secured Parties' direction shall have notified the Debtor Pledgor in writing of its election to exercise the Agent's rights under Subsection (b) belowthis SECTION 4, subject to SECTION 20 and applicalbe law, the Debtor 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 Agent and the Secured Parties with respect to the Pledged Securities or which would authorize or effect any action then prohibited by the Credit Agreement or any other Loan Transaction Document referred to therein). Subject to SECTION 17 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 DebtorPledgor, deliver to the Debtor 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 DebtorPledgor's request. (b) Notwithstanding any provision herein to the contrary, other than except SECTION 1720, if any Event of Default shall have occurred and be continuing, upon the giving of the written notice referred to the Debtor of such electionin 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 Agreement or any instrument or agreement evidencing or securing any Obligations, the Agent, or its nominee, shall forthwith, without further act action on the part of any person, have the sole and exclusive right, right (subject to SECTION 17 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 Agent, at the Secured Parties' direction, shall determine to be necessary, appropriate or advisable. The Debtor Pledgor hereby agrees to execute and deliver to the Agent such additional powers, authorizations, proxies, dividends and such other documents as the Agent may reasonably request to secure to the Agent the rights, powers and authorities authority intended to be conferred upon the Agent by this subsection (b).

Right to Vote Pledged Securities. (a) Subject to SECTION 17 and applicable law, unless Unless and until an Event of Default has occurred occurred, and is continuing and if the Agent Secured Party shall have notified the Debtor any Pledgor in writing of its election to exercise the AgentSecured Party's rights under Subsection (b) belowthis Section 4, the Debtor 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 Agent and the Secured Parties 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 Credit 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, other than SECTION 17, if any Event of Default shall have occurred and be continuingoccurred, upon the giving of the written notice referred to the Debtor of such electionin 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 Agreement or any instrument or agreement evidencing or securing any Obligations, the AgentSecured Party, or its nominee, shall forthwith, without further act action on the part of any person, have the sole and exclusive right, subject to SECTION 17 and (to the extent permitted by law) 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 Agent, at the Secured Parties' direction, Party shall determine to be necessary, appropriate or advisable. The Debtor Each Pledgor hereby agrees to execute and deliver to the Agent Secured Party such additional powers, authorizations, proxies, dividends and such other documents as the Agent Secured Party may reasonably request to secure to the Agent Secured Party the rights, powers and authorities authority intended to be conferred upon the Agent by this subsection (b).