Common use of Rights in Absence of Default Clause in Contracts

Rights in Absence of Default. (a) So long as there has been and is no Event of Default: (i) involving failure to make the payment described in Section 2 of the August 1998 Note, or (ii) involving the voluntary placement by Xxxxxx of a lien upon all or a significant portion of the Pledged Collateral: (i) Xxxxxx shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the Shares, subject to any other agreement to which the Shares may be subject. (ii) Securities of the Company associated with the Shares issued in connection with any stock dividend or stock split, or securities of the Company issued in connection with a recapitalization, merger, reorganization or similar transaction shall be immediately delivered to the Company as Pledged Collateral in the same form as so received (with any necessary endorsement). Any other dividends, distributions, or interest paid or payable in respect of, or instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Pledged Collateral shall be paid to Xxxxxx. (iii) The Company shall execute and deliver (or cause to be executed and delivered) to Xxxxxx all such proxies and other instruments as Xxxxxx may reasonably request for the purpose of enabling him to exercise the voting and other rights that he is entitled to exercise pursuant to paragraph (i) of this Section 6(a). (b) When and so long as there is an Event of Default (i) involving failure to make the payment described in Section 2 of the August 1998 Note, or (ii) involving the voluntary placement by Xxxxxx of a lien upon all or a significant portion of the Pledged Collateral, all rights of Xxxxxx to exercise the voting and other rights that he would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall cease, and all those rights shall become vested in the Company, which shall then have the sole right to exercise those voting and other rights.

Rights in Absence of Default. 2 (a) So long as there has been and is no Event of Default: (i) involving failure by either or both Indemnitors to make fill its or their obligations under the payment described in Section 2 of the August 1998 NoteIndemnification Agreement, or (ii) involving the voluntary placement by Xxxxxx Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral: (i) Xxxxxx Xxxxxxx shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the Shares, subject to any other agreement to which the Shares may be subject. (ii) Securities of the Company associated with the Shares issued in connection with any stock dividend or stock split, or securities of the Company issued in connection with a recapitalization, merger, reorganization or similar transaction shall be immediately delivered to the Company as Pledged Collateral in the same form as so received (with any necessary endorsement). Any other dividends, distributions, or interest paid or payable in respect of, or instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Pledged Collateral shall be paid to XxxxxxXxxxxxx. (iii) The Company shall execute and deliver (or cause to be executed and delivered) to Xxxxxx Xxxxxxx all such proxies and other instruments as Xxxxxx Xxxxxxx may reasonably request for the purpose of enabling him to exercise the voting and other rights that he is entitled to exercise pursuant to paragraph (i) of this Section 6(a). (b) When and so long as there is an Event of Default (i) involving failure by either or both Indemnitors to make fulfill its or their obligations under the payment described in Section 2 of the August 1998 NoteIndemnification Agreement, or (ii) involving the voluntary placement by Xxxxxx Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral, all rights of Xxxxxx Xxxxxxx to exercise the voting and other rights that he would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall cease, and all those rights shall become vested in the Company, which shall then have the sole right to exercise those voting and other rights.

Rights in Absence of Default. (a) So long as there has been and is no Event of Default: (i) involving failure to make the payment described in Section 2 of the August 1998 Note, or (ii) involving the voluntary placement by Xxxxxx Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral: (i) Xxxxxx Xxxxxxx shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the Shares, subject to any other agreement to which the Shares may be subject. (ii) Securities of the Company associated with the Shares issued in connection with any stock dividend or stock split, or securities of the Company issued in connection with a recapitalization, merger, reorganization or similar transaction shall be immediately delivered to the Company as Pledged Collateral in the same form as so received (with any necessary endorsement). Any other dividends, distributions, or interest paid or payable in respect of, or instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Pledged Collateral shall be paid to XxxxxxXxxxxxx. (iii) The Company shall execute and deliver (or cause to be executed and delivered) to Xxxxxx Xxxxxxx all such proxies and other instruments as Xxxxxx Xxxxxxx may reasonably request for the purpose of enabling him to exercise the voting and other rights that he is entitled to exercise pursuant to paragraph (i) of this Section 6(a). (b) When and so long as there is an Event of Default (i) involving failure to make the payment described in Section 2 of the August 1998 Note, or (ii) involving the voluntary placement by Xxxxxx Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral, all rights of Xxxxxx Xxxxxxx to exercise the voting and other rights that he would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall cease, and all those rights shall become vested in the Company, which shall then have the sole right to exercise those voting and other rights.

Rights in Absence of Default. (a) So long as there has been and is no Event of Default: Default (i) involving failure to make the payment described as defined in Section 2 7(a) below) or event which, with the giving of notice or the August 1998 Notelapse of time, or (ii) involving the voluntary placement by Xxxxxx both, would become an Event of a lien upon all or a significant portion of the Pledged CollateralDefault: (i) Xxxxxx Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the SharesPledged Collateral for any purpose not inconsistent with the terms of this Agreement or the Note; provided that Pledgors shall not exercise or shall refrain from exercising any of those rights if, subject to in the judgment of the Pledgee, that action would have a material adverse effect on the value of the Pledged Collateral or any other agreement to which the Shares may be subjectpart of it. (ii) Securities of the Company associated with the Shares issued in connection with any stock dividend or stock splitDividends, or securities of the Company issued in connection with a recapitalization, merger, reorganization or similar transaction shall be immediately delivered to the Company as Pledged Collateral in the same form as so received (with any necessary endorsement). Any other dividends, distributions, or and interest paid or payable in respect of, or and instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Pledged Collateral shall constitute, and shall be paid immediately delivered to Xxxxxxthe Pledge Holder to hold as, Pledged Collateral, and shall, if received by Pledgors, be received in trust for the benefit of the Pledgee, be segregated from other property or funds of Pledgors, and be immediately delivered to the Pledge Holder as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) The Company Pledge Holder shall execute and deliver (or cause to be executed and delivered) to Xxxxxx Pledgors all such proxies and other instruments as Xxxxxx Pledgors may reasonably request for the purpose of enabling him them to exercise the voting and other rights that he is they are entitled to exercise pursuant to paragraph (i) of this Section 6(a5(a). (b) When and so long as there is an Event of Default (i) involving failure to make or an event which, with the payment described in Section 2 giving of notice or the August 1998 Notelapse of time, or (ii) involving the voluntary placement by Xxxxxx both, would become an Event of a lien upon all or a significant portion of the Pledged CollateralDefault, all rights of Xxxxxx Pledgors to exercise the voting and other rights that he they would otherwise be entitled to exercise pursuant to Section 6(a)(i5(a)(i) shall cease, and all those rights shall become vested in the CompanyPledge Holder, which who shall then have the sole right to exercise those voting and other rights.

Rights in Absence of Default. (a) So long as there has been and is no Event of Default: (i) involving failure to make the payment described in Section 2 of the August April 1998 Note, or (ii) involving the voluntary placement by Xxxxxx Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral: (i) Xxxxxx Xxxxxxx shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the Shares, subject to any other agreement to which the Shares may be subject. (ii) Securities of the Company associated with the Shares issued in connection with any stock dividend or stock split, or securities of the Company issued in connection with a recapitalization, merger, reorganization or similar transaction shall be immediately delivered to the Company as Pledged Collateral in the same form as so received (with any necessary endorsement). Any other dividends, distributions, or interest paid or payable in respect of, or instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Pledged Collateral shall be paid to XxxxxxXxxxxxx. (iii) The Company shall execute and deliver (or cause to be executed and delivered) to Xxxxxx Xxxxxxx all such proxies and other instruments as Xxxxxx Xxxxxxx may reasonably request for the purpose of enabling him to exercise the voting and other rights that he is entitled to exercise pursuant to paragraph (i) of this Section 6(a). (b) When and so long as there is an Event of Default (i) involving failure to make the payment described in Section 2 of the August April 1998 Note, or (ii) involving the voluntary placement by Xxxxxx Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral, all rights of Xxxxxx Xxxxxxx to exercise the voting and other rights that he would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall cease, and all those rights shall become vested in the Company, which shall then have the sole right to exercise those voting and other rights.

Rights in Absence of Default. (a) So long as there has been and is no Event of Default: (i) involving failure to make the payment described in Section 2 of the August April 1998 Note, or (ii) involving the voluntary placement by Xxxxxx Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral: (i) Xxxxxx Xxxxxxx shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the Shares, subject to any other agreement to which the Shares may be subject. (ii) Securities of the Company associated with the Shares issued in connection with any stock dividend or stock split, or securities of the Company issued in connection with a recapitalization, merger, reorganization or similar transaction shall be immediately delivered to the Company as Pledged Collateral in the same form as so received (with any necessary endorsement). Any other dividends, distributions, or interest paid or payable in respect of, or instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Pledged Collateral shall be paid to XxxxxxXxxxxxx. (iii) The Company shall execute and deliver (or cause to be executed and delivered) to Xxxxxx Xxxxxxx all such proxies and other instruments as Xxxxxx Xxxxxxx may reasonably request for the purpose of enabling him to exercise the voting and other rights that he is entitled to exercise pursuant to paragraph (i) of this Section 6(a). (b) When and so long as there is an Event of Default (i) involving failure to make the payment described in Section 2 of the August April 1998 Note, or (ii) involving the voluntary placement by Xxxxxx Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral, all rights of Xxxxxx Xxxxxxx to exercise the voting and other rights that he would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall cease, and all those rights shall become vested in the Company, which shall then have the sole right to exercise those voting and other rights.

Rights in Absence of Default. (a) So long as there has been and is no Event of Default: (i) involving failure by either or both Indemnitors to make fill its or their obligations under the payment described in Section 2 of the August 1998 NoteIndemnification Agreement, or (ii) involving the voluntary placement by Xxxxxx Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral: (i) Xxxxxx Xxxxxxx shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the Shares, subject to any other agreement to which the Shares may be subject. (ii) Securities of the Company associated with the Shares issued in connection with any stock dividend or stock split, or securities of the Company issued in connection with a recapitalization, merger, reorganization or similar transaction shall be immediately delivered to the Company as Pledged Collateral in the same form as so received (with any necessary endorsement). Any other dividends, distributions, or interest paid or payable in respect of, or instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Pledged Collateral shall be paid to XxxxxxXxxxxxx. (iii) The Company shall execute and deliver (or cause to be executed and delivered) to Xxxxxx Xxxxxxx all such proxies and other instruments as Xxxxxx Xxxxxxx may reasonably request for the purpose of enabling him to exercise the voting and other rights that he is entitled to exercise pursuant to paragraph (i) of this Section 6(a). (b) When and so long as there is an Event of Default (i) involving failure by either or both Indemnitors to make fulfill its or their obligations under the payment described in Section 2 of the August 1998 NoteIndemnification Agreement, or (ii) involving the voluntary placement by Xxxxxx Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral, all rights of Xxxxxx Xxxxxxx to exercise the voting and other rights that he would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall cease, and all those rights shall become vested in the Company, which shall then have the sole right to exercise those voting and other rights.

Rights in Absence of Default. (a) So long as there has been and is no Event of Default: (i) involving failure to make the payment described in Section 2 of any of the August 1998 NoteNew Notes, or (ii) involving the voluntary placement by Xxxxxx Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral: (i) Xxxxxx Xxxxxxx shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the Shares, subject to any other agreement to which the Shares may be subject. (ii) Securities of the Company associated with the Shares issued in connection with any stock dividend or stock split, or securities of the Company issued in connection with a recapitalization, merger, reorganization or similar transaction shall be immediately delivered to the Company as Pledged Collateral in the same form as so received (with any necessary endorsement). Any other dividends, distributions, or interest paid or payable in respect of, or instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Pledged Collateral shall be paid to XxxxxxXxxxxxx. (iii) The Company shall execute and deliver (or cause to be executed and delivered) to Xxxxxx Xxxxxxx all such proxies and other instruments as Xxxxxx Xxxxxxx may reasonably request for the purpose of enabling him to exercise the voting and other rights that he is entitled to exercise pursuant to paragraph (i) of this Section 6(a). (b) When and so long as there is an Event of Default (i) involving failure to make the payment described in Section 2 of any of the August 1998 NoteNew Notes, or (ii) involving the voluntary placement by Xxxxxx Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral, all rights of Xxxxxx Xxxxxxx to exercise the voting and other rights that he would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall cease, and all those rights shall become vested in the Company, which shall then have the sole right to exercise those voting and other rights.

Rights in Absence of Default. (a) So long as there has been and is no Event of Default: Default (i) involving failure to make the payment described as defined in Section 2 8(a) below) or event which, with the giving of notice or the lapse of time, or both, would become an Event of Default, and subject to the terms and conditions of the August 1998 Note, or (ii) involving the voluntary placement by Xxxxxx of a lien upon all or a significant portion of the Pledged CollateralNon-Qualified Stock Option Agreement: (i) Xxxxxx Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the SharesPledged Collateral for any purpose not inconsistent with the terms of this Agreement or the Note; provided that Pledgor shall not exercise or shall refrain from exercising any of those rights if, subject to in the judgment of the Company, that action would have a material adverse effect on the value of the Pledged Collateral or any other agreement to which the Shares may be subjectpart of it. (ii) Securities Dividends, other distributions, and interest paid or payable in respect of, and instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, an' Pledged Collateral shall constitute, and shall be immediately delivered to the Company to hold as, Pledged Collateral, and shall, if received by Pledgor, be received in trust for the benefit of the Company associated with Company, be segregated from the Shares issued in connection with any stock dividend other property or stock splitfunds of Pledgor, or securities of the Company issued in connection with a recapitalization, merger, reorganization or similar transaction shall and be immediately delivered to the Company as Pledged Collateral in the same form as so received (with any necessary endorsement). Any other dividends, distributions, or interest paid or payable in respect of, or instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Pledged Collateral shall be paid to Xxxxxx. (iii) The Company shall execute and deliver (or cause to be executed and delivered) to Xxxxxx Pledgor all such proxies and other instruments as Xxxxxx Pledgor may reasonably request for the purpose of enabling him to exercise the voting and other rights that he is entitled to exercise pursuant to paragraph (i) of this Section 6(a). (b) When and so long as there is an Event of Default (i) involving failure to make or an event which, with the payment described in Section 2 giving of notice or the August 1998 Notelapse of time, or (ii) involving the voluntary placement by Xxxxxx both, would become an Event of a lien upon all or a significant portion of the Pledged Collateral, Default all rights of Xxxxxx Pledgor to exercise the voting and other rights that he would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall cease, and all those rights shall become vested in the Company, which shall then have the sole right to exercise those voting and other rights.