Common use of Transfer, Voting, Dividends, Etc Clause in Contracts

Transfer, Voting, Dividends, Etc. 7.1 Notwithstanding any other provision hereof, so long as no Event of Default (as defined herein) shall have occurred and be continuing: 7.1.1 Pledgor shall be entitled to exercise all voting powers pertaining to all shares of stock and other securities constituting Collateral for all purposes not inconsistent with the terms of the Loan Agreement and this Pledge Agreement; 7.1.2 To the extent permitted in the Loan Agreement, Pledgor shall be entitled to receive and retain all dividends (other than stock or liquidating dividends) and all interest payments payable in respect of the Collateral; provided, however, that all stock or property representing stock or liquidating dividends or a distribution or return of capital upon or in respect of the shares of stock constituting Collateral or resulting from a split-up, revision or reclassification of such Collateral or received in exchange therefor, as a result of a merger, consolidation or otherwise, shall be paid or transferred directly to Pledgee immediately upon receipt thereof by Pledgor, and shall be retained by Pledgee as Collateral hereunder; and 7.1.3 in order to permit Pledgor to exercise such voting powers and to receive such dividends Pledgee shall, if necessary, upon the written request of the Pledgor, from time to time, execute and deliver to Pledgor appropriate proxies. 7.2 If any Event of Default (as defined herein) shall have occurred and while the same is continuing: 7.2.1 Pledgee, or its nominee or nominees, shall, at its option (after notice to Pledgor of Pledgee's intent to exercise such rights), have the sole and exclusive right to exercise all voting powers pertaining to the shares of stock constituting Collateral, and shall exercise such powers in such manner as Pledgee may elect, and Pledgor hereby grants Pledgee an irrevocable proxy, coupled with an interest to vote such shares of stock; provided, however, that such proxy shall terminate upon termination of Pledgee's security interest therein; and 7.2.2 All dividends and other distributions made upon or in respect of shares of stock constituting Collateral and all interest payments shall be paid directly to and shall be retained by Pledgee as Collateral hereunder.

Transfer, Voting, Dividends, Etc. 7.1 Notwithstanding any other provision hereof, so long as no Event of Default (as defined herein) shall have occurred and be continuing: 7.1.1 Pledgor shall be entitled to exercise all voting powers pertaining to all shares of stock and other securities constituting Collateral for all purposes not inconsistent with the terms of the Loan Agreement and this Pledge Agreement; 7.1.2 To the extent permitted in the Loan Agreement, Pledgor shall be entitled to receive and retain all dividends (other than shares of stock or liquidating dividends) and all interest payments payable in respect of the Collateral; provided, however, that such dividends and/or interest payments are made in accordance with the terms of the Loan Agreement and the Transaction Documents, as defined therein; and provided further, however, that all shares of stock or property representing shares of stock or liquidating dividends or a distribution or return of capital upon or in respect of the shares of stock constituting Collateral or resulting from a split-up, revision or reclassification of such Collateral or received in exchange therefor, as a result of a merger, consolidation or otherwise, shall be paid or transferred directly to Pledgee immediately upon receipt thereof by Pledgor, and shall be retained by Pledgee as Collateral hereunderhereunder (or applied to the Obligations, consistent with the terms of the Loan Agreement); and 7.1.3 in order to permit Pledgor to exercise such voting powers and to receive such dividends Pledgee shall, if necessary, upon the written request of the Pledgor, from time to time, execute and deliver to Pledgor appropriate proxies. 7.2 If any Event of Default (as defined herein) shall have occurred and while the same is continuing: 7.2.1 Pledgee, or its nominee or nominees, shall, at its option (after if Pledgee so elects by written notice to Pledgor of Pledgee's intent to exercise such rights)Pledgor, have the sole and exclusive right to exercise all voting powers pertaining to the shares of stock constituting Collateral, and shall exercise such powers in such manner as Pledgee may elect, and Pledgor hereby grants Pledgee an irrevocable proxy, coupled with an interest to vote such shares of stock; provided, however, that such proxy shall terminate upon termination of Pledgee's security interest thereinin the Collateral; and 7.2.2 All dividends and other distributions and profits made upon or in respect of shares of stock constituting the Collateral and all interest payments shall be paid directly to and shall be retained by Pledgee as Collateral hereunderhereunder (or applied to the Obligations, consistent with the terms of the Loan Agreement).

Transfer, Voting, Dividends, Etc. 7.1 (a) Notwithstanding any other provision hereofof this Agreement, so long as no Event of Default (as defined herein) shall have has occurred and be continuingis continuing and which has not been waived in writing by the Agent: 7.1.1 (i) each Pledgor shall be is entitled to exercise all voting powers pertaining to all shares of stock and other securities constituting its Pledged Collateral for all purposes not inconsistent with the terms of the Loan Agreement and this Pledge Agreement; 7.1.2 To the extent permitted in the Loan Agreement, (ii) each Pledgor shall be is entitled to receive and retain all dividends (other than shares of stock or liquidating dividends) and all interest payments payable in respect of the its Pledged Collateral; provided, that such dividends or interest payments are permitted by the terms of the Credit Agreement and the other Loan Documents; and provided, further, however, that all shares of stock or property representing shares of stock or liquidating dividends or a distribution or return of capital upon or in respect of the shares of stock constituting its Pledged Collateral or resulting from a split-up, revision revision, or reclassification of such its Pledged Collateral or received in exchange therefor, as a result of a merger, consolidation consolidation, or otherwise, shall must be paid or transferred directly to Pledgee the Agent immediately upon receipt thereof by Pledgor, such Pledgor and shall be retained by Pledgee the Agent as Pledged Collateral hereunder; and 7.1.3 (iii) in order to permit each Pledgor to exercise such voting powers and to receive such dividends Pledgee shalldividends, the Agent will, if necessary, necessary and upon the written request of the such Pledgor, from time to time, execute and deliver to such Pledgor appropriate proxies. 7.2 (b) If any Event of Default (as defined herein) shall have occurred and while the same has occurred, is continuing, is beyond all applicable cure periods and which has not been waived in writing by the Agent: 7.2.1 Pledgee, (i) the Agent or its nominee or nomineesnominees may, shall, at its option (after if the Agent so elects by written notice to Pledgor of Pledgee's intent to exercise such rights)the Borrower and, without duplication, the applicable Pledgor, have the sole and exclusive right to exercise all voting powers pertaining to the shares of stock constituting such Pledgor’s Pledged Collateral, and shall may exercise such powers in such manner as Pledgee the Agent may elect, and such Pledgor hereby grants Pledgee the Agent an irrevocable proxy, coupled with an interest interest, to vote such shares of stock; provided, however, that such proxy shall will terminate upon termination of Pledgee's the Agent’s security interest thereinin such Pledgor’s Pledged Collateral; and 7.2.2 All (ii) all dividends and other distributions and profits made upon or in respect of shares of stock constituting the Pledged Collateral and all interest payments shall must be paid directly to and shall be retained by Pledgee the Agent as Pledged Collateral hereunderhereunder (or applied to the Secured Obligations, consistent with the terms of the Credit Agreement and the Security Agreement).

Transfer, Voting, Dividends, Etc. 7.1 Notwithstanding any other provision hereof, so long as no Event of Default (as defined herein) shall have occurred and be continuing: 7.1.1 Pledgor shall be entitled to exercise all voting powers pertaining to all shares of stock and other securities constituting Collateral for all purposes not inconsistent with the terms of the Loan Agreement and this Pledge Agreement; 7.1.2 To the extent permitted in the Loan Agreement, Pledgor shall be entitled to receive and retain all dividends (other than shares of stock or liquidating dividends) and all interest payments payable in respect of the Collateral; provided, however, that such dividends and/or interest payments are made in accordance with the terms of the Loan Agreement and the Transaction Documents, as defined therein; and provided further, however, that all shares of stock or property representing shares of 5 stock or liquidating dividends or a distribution or return of capital upon or in respect of the shares of stock constituting Collateral or resulting from a split-up, revision or reclassification of such Collateral or received in exchange therefor, as a result of a merger, consolidation or otherwise, shall be paid or transferred directly to Pledgee immediately upon receipt thereof by Pledgor, and shall be retained by Pledgee as Collateral hereunderhereunder (or applied to the Obligations, consistent with the terms of the Loan Agreement); and 7.1.3 in order to permit Pledgor to exercise such voting powers and to receive such dividends Pledgee shall, if necessary, upon the written request of the Pledgor, from time to time, execute and deliver to Pledgor appropriate proxies. 7.2 If any Event of Default (as defined herein) shall have occurred and while the same is continuing: 7.2.1 Pledgee, or its nominee or nominees, shall, at its option (after if Pledgee so elects by written notice to Pledgor of Pledgee's intent to exercise such rights)Pledgor, have the sole and exclusive right to exercise all voting powers pertaining to the shares of stock constituting Collateral, and shall exercise such powers in such manner as Pledgee may elect, and Pledgor hereby grants Pledgee an irrevocable proxy, coupled with an interest to vote such shares of stock; provided, however, that such proxy shall terminate upon termination of Pledgee's security interest thereinin the Collateral; and 7.2.2 All dividends and other distributions and profits made upon or in respect of shares of stock constituting the Collateral and all interest payments shall be paid directly to and shall be retained by Pledgee as Collateral hereunderhereunder (or applied to the Obligations, consistent with the terms of the Loan Agreement).

Transfer, Voting, Dividends, Etc. 7.1 Notwithstanding any other provision hereof, so long as no Event of Default (as defined herein) shall have occurred and be continuing: 7.1.1 Pledgor shall be entitled to exercise all voting powers pertaining to all shares of stock and other securities constituting Collateral for all purposes not inconsistent with the terms of the Loan Agreement and this Pledge Agreement; 7.1.2 To the extent permitted in the Loan Agreement, Pledgor shall be entitled to receive and retain all dividends (other than stock or liquidating dividends) and all interest payments payable in respect of the Collateral; provided, however, that all stock or property representing stock or liquidating dividends or a distribution or return of capital upon or in respect of the shares of stock constituting Collateral or resulting from a split-up, revision or reclassification of such Collateral or received in exchange therefor, as a result of a merger, consolidation or otherwise, shall be paid or transferred directly to Pledgee immediately upon receipt thereof by Pledgor, and shall be retained by Pledgee as Collateral hereunder; and 7.1.3 in order to permit Pledgor to exercise such voting powers and to receive such dividends Pledgee shall, if necessary, upon the written request of the Pledgor, from time to time, execute and deliver to Pledgor appropriate proxies. 7.2 If any Event of Default (as defined herein) shall have occurred and while the same is continuing: 7.2.1 Pledgee, or its nominee or nominees, shall, at its option (after notice to Pledgor of Pledgee's intent to exercise such rights), have the sole and exclusive right to exercise all voting powers pertaining to the shares of stock constituting Collateral, and shall exercise such powers in such manner as Pledgee may elect, and Pledgor hereby grants Pledgee an irrevocable proxy, coupled with an interest to vote such shares of stock; provided, however, that such proxy shall terminate upon termination of Pledgee's security interest therein; and 7.2.2 All dividends and other distributions made upon or in respect of shares of stock constituting Collateral and all interest payments shall be paid directly to and shall be retained by Pledgee as Collateral hereunder.

Transfer, Voting, Dividends, Etc. 7.1 8.1 Notwithstanding any other provision hereof, so long as no Event of Default (as defined herein) shall have occurred and be continuing: 7.1.1 (a) the Pledgor shall have the right, subject to the restrictions hereinafter imposed, to vote all shares comprised in the Collateral with the same force and effect as though they had not been delivered to the Pledgee hereunder. If the Collateral shall have been transferred into the name of the Pledgee or its nominee or nominees, the Pledgee, on request of the Pledgor shall execute and deliver or cause to be executed and delivered to the Pledgor suitable proxies for voting powers in favour of the nominee or nominees of the Pledgor for voting, and otherwise facilitate the voting of any such Securities. On the security hereby constituted becoming enforceable the Pledgee may enforce the right to vote the shares comprised in the Collateral in the same manner and to the same extent as if it were the absolute owner thereof until the Pledgor shall again be entitled under the provisions hereof to exercise all the right of voting powers pertaining in respect of the Collateral. The Pledgor shall not use or vote or permit to all shares be used or voted any of stock and other securities constituting the Collateral for all purposes not any purpose contrary to the covenants of the Pledgor herein contained or otherwise inconsistent with the terms of the Loan Agreement and this Pledge Agreement;provisions or purposes hereof; and 7.1.2 (b) To the extent permitted in the Loan Agreement, the Pledgor shall be entitled to receive and retain all dividends paid or declared in respect of any Collateral (other than stock or liquidating dividends) and all interest payments payable in respect of the Collateral, and, from time to time, upon the written request of the Pledgor, the Pledgee shall deliver to the Pledgor suitable orders in favour of the Pledgor or its nominee or nominees for the payment of such dividends, and the Pledgee shall at once pay over to the Pledgor any such dividends which may have been received by it; provided, however, that all stock shares or property representing stock the shares or liquidating dividends or a distribution or return of capital upon or in respect of the shares of stock constituting Collateral or resulting from a split-up, revision or reclassification of such Collateral or received in exchange therefor, as a result of a merger, consolidation or otherwise, shall be paid or transferred directly to Pledgee immediately upon receipt thereof by Pledgor, and shall be retained by the Pledgee as Collateral hereunder; and 7.1.3 in order to permit Pledgor to exercise such voting powers and to receive such dividends Pledgee shall, if necessary, upon the written request of the Pledgor, from time to time, execute and deliver to Pledgor appropriate proxies. 7.2 8.2 If any Event of Default (as defined herein) shall have occurred and while the same is continuing: 7.2.1 (a) the Pledgee, or its nominee or nominees, shall, at its option (after notice to the Pledgor of the Pledgee's intent to exercise such rights), have the sole and exclusive right to exercise all voting powers pertaining to the shares of stock constituting Collateral, and shall exercise such powers in such manner as Pledgee may elect, and Pledgor hereby grants Pledgee an irrevocable proxy, coupled with an interest to vote such shares of stock; provided, however, that such proxy shall terminate upon termination of Pledgee's security interest therein; and 7.2.2 (b) All dividends and other distributions made upon or in respect of shares of stock constituting Collateral and all interest payments shall be paid directly to and shall be retained by the Pledgee as Collateral hereunder.

Transfer, Voting, Dividends, Etc. 7.1 8.1 Notwithstanding any other provision hereof, so long as no Event of Default (as defined herein) shall have occurred and be continuing: 7.1.1 (a) the Pledgor shall have the right, subject to the restrictions hereinafter imposed, to vote all shares comprised in the Collateral with the same force and effect as though they had not been delivered to the Pledgee hereunder. If the Collateral shall have been transferred into the name of the Pledgee or its nominee or nominees, the Pledgee, on request of the Pledgor shall execute and deliver or cause to be executed and delivered to the Pledgor suitable proxies for voting powers in favour of the nominee or nominees of the Pledgor for voting, and otherwise facilitate the voting of any such Securities. On the security hereby constituted becoming enforceable the Pledgee may enforce the right to vote the shares comprised in the Collateral in the same manner and to the same extent as if it were the absolute owner thereof until the Pledgor shall again be entitled under the provisions hereof to exercise all the right of voting powers pertaining in respect of the Collateral. The Pledgor shall not use or vote or permit to all shares be used or voted any of stock and other securities constituting the Collateral for all purposes not any purpose contrary to the covenants of the Pledgor herein contained or otherwise inconsistent with the terms of the Loan Agreement and this Pledge Agreement;provisions or purposes hereof; and 7.1.2 (b) To the extent permitted in the Loan Agreement, the Pledgor shall be entitled to receive and retain all dividends paid or declared in respect of any Collateral (other than stock or liquidating dividends) and all interest payments payable in respect of the Collateral, and, from time to time, upon the written request of the Pledgor, the Pledgee shall deliver to the Pledgor suitable orders in favour of the Pledgor or its nominee or nominees for the payment of such dividends, and the Pledgee shall at once pay over to the pledgor any such dividends which may have been received by it; provided, however, that all stock shares or property representing stock the shares or liquidating dividends or a distribution or return of capital upon or in respect of the shares of stock constituting Collateral or resulting from a split-up, revision or reclassification of such Collateral or received in exchange therefor, as a result of a merger, consolidation or otherwise, shall be paid or transferred directly to Pledgee immediately upon receipt thereof by Pledgor, and shall be retained by the Pledgee as Collateral hereunder; and 7.1.3 in order to permit Pledgor to exercise such voting powers and to receive such dividends Pledgee shall, if necessary, upon the written request of the Pledgor, from time to time, execute and deliver to Pledgor appropriate proxies. 7.2 8.2 If any Event of Default (as defined herein) shall have occurred and while the same is continuing: 7.2.1 (a) the Pledgee, or its nominee or nominees, shall, at its option (after notice to the Pledgor of the Pledgee's intent to exercise such rights), have the sole and exclusive right to exercise all voting powers pertaining to the shares of stock constituting Collateral, and shall exercise such powers in such manner as Pledgee may elect, and Pledgor hereby grants Pledgee an irrevocable proxy, coupled with an interest to vote such shares of stock; provided, however, that such proxy shall terminate upon termination of Pledgee's security interest therein; and 7.2.2 (b) All dividends and other distributions distribution made upon or in respect of shares of stock constituting Collateral and all interest payments shall be paid directly to and shall be retained by the Pledgee as Collateral hereunder.

Transfer, Voting, Dividends, Etc. 7.1 Notwithstanding any other provision hereof, so long as no Event of Default (as defined herein) shall have occurred and be continuing: 7.1.1 Pledgor shall be entitled to exercise all voting powers pertaining to all shares of stock and other securities constituting Collateral for all purposes not inconsistent with the terms of the Loan Agreement and this Pledge Agreement; 7.1.2 To the extent permitted in the Loan Agreement, Pledgor shall be entitled to receive and retain all dividends (other than stock or liquidating dividends) and all interest payments payable in respect of the Collateral; provided, however, that all stock or property representing stock or liquidating dividends or a distribution or return of capital upon or in respect of the shares of stock constituting Collateral or resulting from a split-up, revision or reclassification of such Collateral or received in exchange therefor, as a result of a merger, consolidation or otherwise, shall be paid or transferred directly to Pledgee immediately upon receipt thereof by Pledgor, and shall be retained by Pledgee as Collateral hereunder; and 7.1.3 in order to permit Pledgor to exercise such voting powers and to receive such dividends Pledgee shall, if necessary, upon the written request of the Pledgor, from time to time, execute and deliver to Pledgor appropriate proxies. 7.2 If any Event of Default (as defined herein) shall have occurred and while the same is continuing: 7.2.1 Pledgee, or its nominee or nominees, shall, at its option (after notice to Pledgor of Pledgee's intent to exercise such rights)option, have the sole and exclusive right to exercise all voting powers pertaining to the shares of stock constituting Collateral, and shall exercise such powers in such manner as Pledgee may elect, and Pledgor hereby grants Pledgee an irrevocable proxy, coupled with an interest to vote such shares of stock; provided, however, that such proxy shall terminate upon termination of Pledgee's security interest therein; and 7.2.2 All dividends and other distributions made upon or in respect of shares of stock constituting Collateral and all interest payments shall be paid directly to and shall be retained by Pledgee as Collateral hereunder.

Transfer, Voting, Dividends, Etc. 7.1 Notwithstanding any other provision hereof, so long as no Event of Default (as defined herein) shall have occurred and be continuing: 7.1.1 Pledgor shall be entitled to exercise all voting powers pertaining to all shares of stock and other securities constituting Collateral for all purposes not inconsistent with the terms of the Loan Agreement and this Pledge Agreement; 7.1.2 To the extent permitted in the Loan Agreement, Pledgor shall be entitled to receive and retain all dividends (other than stock or liquidating dividends) and all interest payments payable in respect of the Collateral; providedPROVIDED, howeverHOWEVER, that such dividends and/or interest payments are made in accordance with the terms of the Loan Documents (as that term is defined in the Loan and Security Agreement of even date herewith among Pledgor, Pledgee, CCI and Posnet ("Loan Agreement")); and PROVIDED FURTHER, HOWEVER, that all stock or property representing stock or liquidating dividends or a distribution or return of capital upon or in respect of the shares of stock constituting Collateral or resulting from a split-up, revision or reclassification of such Collateral or received in exchange therefor, as a result of a merger, consolidation or otherwise, shall be paid or transferred directly to Pledgee immediately upon receipt thereof by Pledgor, and shall be retained by Pledgee as Collateral hereunderhereunder (or applied to the Obligations, consistent with the terms of the Loan Agreement); and 7.1.3 in order to permit Pledgor to exercise such voting powers and to receive such dividends Pledgee shall, if necessary, upon the written request of the Pledgor, from time to time, execute and deliver to Pledgor appropriate proxies. 7.2 If any Event of Default (as defined herein) shall have occurred and while the same is continuing: 7.2.1 Pledgee, or its nominee or nominees, shall, at its option (after if Pledgee so elects, upon prior reasonable notice to Pledgor of Pledgee's intent to exercise such rights)Pledgor, have the sole and exclusive right to exercise all voting powers pertaining to the shares of stock constituting Collateral, and shall exercise such powers in such manner as Pledgee may elect, and Pledgor hereby grants Pledgee an irrevocable proxy, coupled with an interest to vote such shares of stock; providedPROVIDED, howeverHOWEVER, that such proxy shall terminate upon termination of Pledgee's security interest therein; and 7.2.2 All dividends and other distributions made upon or in respect of shares of stock constituting Collateral and all interest payments shall be paid directly to and shall be retained by Pledgee as Collateral hereunderhereunder (or applied to the Obligations, consistent with the terms of the Loan Agreement).