Rights of Pledgor Sample Clauses

Rights of Pledgor. Unless an Event of Default shall have occurred and be continuing: (a) Subject to the Letter Agreement, Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement and the Intercreditor Agreement. Pledgor shall not in any event exercise or refrain from exercising such right in a manner which would (or take or omit to take any other action which would) authorize or effect (i) the dissolution or liquidation, in whole or in part, of the Company, (ii) the consolidation or merger of the Company with any corporation or other entity unless the party to such merger or consolidation agrees to assume the obligations hereunder and under the Intercreditor Agreement, (iii) the sale, disposition or encumbrance of any asset of the Company, except in the ordinary course of business consistent with past practice or as permitted by the Intercreditor Agreement, (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of the Company, or the issuance of any additional capital shares of the Company unless such Additional Shares are pledged to IPG to the extent required herein, or (v) the alteration of the voting rights with respect to the shares of the Company. (b) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and cash distributions (except cash dividends paid or payable in respect of the total or partial liquidation of an issuer) paid on the Pledged Shares. All stock dividends and all distributions (other than cash distributions governed by the immediately preceding sentence) in respect of any of the Collateral, whenever paid or made after the payment in full of the Senior Obligations, shall be delivered to IPG and held by it subject to the Lien created by this Agreement.

Rights of Pledgor. So long as no Default has occurred and is continuing (as used, herein, the term "Default" shall mean and include (i) the failure of Pledgor to perform any of her Obligations when due, (ii) any material misrepresentation by Pledgor in or with respect to any provision of the Agreement or the Note, or (iii) any attachment of the Collateral at any time pursuant to any court order or other legal process), (a) Pledgor shall be entitled to vote or consent with respect to the Collateral in any manner not inconsistent with the Agreement or the Note, and (b) all cash distributions with respect to the Shares shall, anything in Section 2 or elsewhere herein to the contrary notwithstanding, be the sole and exclusive property of Pledgor.

Rights of Pledgor. Until a Default or an Event of Default shall have occurred: (a) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Amended and Restated Facility Agreement; provided, that Pledgor shall not exercise or shall refrain from exercising such right if, in Pledgee's judgment, such action would have a material adverse effect on the value of the Pledged Shares or any part thereof, and provided, further, that Pledgor shall give Pledgee at least five days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. (b) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends (except cash dividends paid or payable in respect of the total or partial liquidation of an issuer) paid on the Pledged Shares; provided, however, that until actually paid, all rights to such dividends shall remain subject to the Lien of this Agreement. All dividends (other than cash dividends governed by the immediately preceding sentence) and all other distributions in respect of any of the Collateral, whenever paid or made, shall be delivered to Pledgee and held by it subject to the Lien created by this Agreement.

Rights of Pledgor. Prior to the occurrence of an Event of Default: (a) Pledgor shall have the right to exercise all voting and other powers pertaining to the Pledged Stock for all purposes; and (b) All dividends or other distributions with respect to the Pledged Stock shall be payable to Pledgor; provided, however, that following an Event of Default, all dividends or other distributions with respect to the Pledged Stock shall be payable to Pledgee.

Rights of Pledgor. So long as no Event of Default has occurred and is continuing, and so long as the Pledgee has not transferred the Collateral to its own name under Section 8 hereof: (a) Pledgor shall be entitled to receive and retain any cash dividends and other cash distributions paid on the Collateral, in each case, to the extent permitted pursuant to the Credit Agreement; and (b) Pledgor shall be entitled to vote or consent or grant waivers or ratifications with respect to the Collateral in any manner not inconsistent with this Agreement, the Credit Agreement or any other Loan Document. Pledgor hereby grants to the Pledgee an irrevocable proxy to vote the Collateral, which proxy shall be effective immediately upon the occurrence of an Event of Default or registration of the Collateral in the name of the Pledgee. Upon request of the Pledgee, Pledgor agrees to deliver to the Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxy to vote the Collateral during the continuance of an Event of Default as the Pledgee may reasonably request.

Rights of Pledgor. (a) So long as no Event of Default shall have occurred and be continuing: (i) Pledgor may direct Agent in writing to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of the Transaction Documents; provided, however, that Agent shall be entitled to refrain from taking such action if, in the Agent's reasonable judgment, such action could have a material adverse effect on the value of the Collateral or any part thereof. (ii) Pledgor may direct Agent in writing to sell any or all of the Pledged Stock for cash on any date if (x) the net cash to be received in respect of the Pledged Stock to be sold (on a per share basis) multiplied by the number of shares of Pledged Stock (whether or not sold) is equal to or exceeds 110% of the aggregate known liquidated amount of the Secured Obligations (whether or not the same are then due and payable) outstanding and not paid as of such date; and (y) the proceeds thereof shall be, at the election of the Pledgor, (u) received by the Agent for distribution as set forth in section 11(b), or (v) delivered to and held by the Agent as cash Collateral under this Agreement. (iii) Upon any sale, transfer or other disposition of any portion of Collateral in accordance with section 7(a)(ii), the Agent will, at the Pledgor's expense, execute and deliver to Pledgor such documents as such Pledgor shall reasonably request to evidence the release of such portion of Collateral from the assignment and security interest granted hereby; provided, however, that Pledgor shall have delivered to the Agent, at least three business days prior to the date of the proposed release, a written request for release describing the portion of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Agent and a certificate executed by such Pledgor to the effect that the transaction is in compliance with this Pledge Agreement and as to such other matters as the Agent may reasonably request. (iv) Notwithstanding the foregoing sections 7(a)(i-iii) or any other provision of this Pledge Agreement, the Agent may act or refrain from acting hereunder notwithstanding any direction from Pledgor, and may disregard any direction from Pledgor, if in the Agent's reasonable judgment such direction wo...

Rights of Pledgor. During such time that Secured Party holds the Pledged Shares, and until such time as Secured Party forecloses on such Pledged Shares pursuant to the terms of paragraph 6 hereof, Pledgor shall be the owner of such Pledged Shares and shall have the right to vote and give consents with respect to the Pledged Shares and to collect and receive dividends paid in respect of the Pledged Shares, and Secured Party shall have no right to sell, transfer, pledge, hypothecate or otherwise transfer the Pledged Shares to any third party. Notwithstanding the foregoing, and in addition to its rights pursuant to Section 6 hereof, in the event that there shall be and for so long as there shall be a continuing default by Pledgor under the Judgment and/or the Settlement Agreement, Secured Party shall have the right to vote the Pledged Shares.

Rights of Pledgor. 5.1 Until written notice from the Collateral Agent revoking such rights, the Pledgor shall have the right to (i) receive and retain all dividends and all other payments in respect of the Pledged Shares and (ii) receive, retain and exercise all other Ancillary Rights. Such written notice shall only be given by the Collateral Agent when the Pledgees are entitled to revoke the Pledgor's rights under this Clause 5.1 pursuant to Clause 8.1 (a), first sentence. For the avoidance of doubt, the parties hereby agree that the Depository Bank may rely on any written notice from the Collateral Agent hereunder without having to enquire whether the conditions of Clause 8.1 (a), or any other conditions, are satisfied. 5.2 The voting rights pertaining to the Shares remain with the Pledgor subject, however, to the provisions of Clause 7.4 below.

Rights of Pledgor. During such time that Secured Party holds the Pledged Shares, and until such time as Secured Party forecloses on such Pledged Shares pursuant to the terms of paragraph 6 hereof, Pledgor shall be the owner of such Pledged Shares and shall have the right to vote and give consents with respect to the Pledged Shares and to collect and receive dividends paid in respect of the Pledged Shares, and Secured Party shall have no right to sell, transfer, pledge, hypothecate or otherwise transfer the Pledged Shares to any third party.

Rights of Pledgor. Unless an Event of Default shall have occurred and be continuing, notwithstanding any other provision of this Agreement to the contrary, Pledgor shall be entitled to (a) exercise any and all voting and other consensual rights pertaining to the related LLC Interests or any part thereof for any purpose not inconsistent with the terms of this Agreement or the other Loan Documents and (b) receive and use, free and clear of any lien created hereby or any security interest granted by Pledgor to Lender hereunder, for any purpose, any distributions actually made and any allocations actually made with respect to the LLC Interests (whether as a distribution of net cash flow or otherwise).