Voting and Distribution Rights. (a) Prior to the occurrence of an Acceleration Event:
(i) the Chargor shall be entitled to receive, and retain all dividends, distributions and other monies paid on or derived from its Shares (whether held in certificated or uncertificated form); and
(ii) the Chargor shall be entitled to exercise or direct the exercise of all voting and other rights and powers attaching to its Shares in its sole and absolute discretion, provided that it shall not exercise any such voting rights or powers in a manner which would cause an Event of Default to occur.
(b) On or at any time after the occurrence of a Voting Event:
(i) the Security Agent (or its nominee) may exercise (or refrain from exercising) any voting rights, powers and other rights in respect of any Shares of the Chargor as it sees fit; and
(ii) the Chargor:
(A) shall comply or procure the compliance with any directions of the Security Agent (or its nominee) in respect of the exercise of those rights; and
(B) irrevocably appoints the Security Agent (or its nominee) as its proxy to exercise all voting rights in respect of its Shares with effect from the occurrence of that Voting Event to the extent that those Shares remain registered in its name.
(c) If, at any time, any Shares are registered in the name of the Security Agent or its nominee, the Security Agent will not be under any duty to ensure that any dividends, distributions or other monies payable in respect of those Shares are duly and promptly paid or received by it or its nominee, or to verify that the correct amounts are paid or received, or to take any action in connection with the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property paid, distributed, accruing or offered at any time by way of interest, dividend, redemption, bonus, rights, preference, option, warrant or otherwise on or in respect of or in substitution for, any of those Shares.
Voting and Distribution Rights. The Grantee shall have the right to vote all Shares, and to receive all distributions and dividends with respect to all Shares, whether or not such Shares have vested.
Voting and Distribution Rights. Prior to the occurrence of an Event of Default, Pledgor shall have all voting and distribution rights, if any, in the Pledged Interests.
Voting and Distribution Rights. At the option of Administrative Agent upon notice to the Grantors, all rights of Grantors to exercise the voting and other consensual rights which they would otherwise be entitled to exercise pursuant to Section 6.1 above, and to receive the interest, premiums and Distributions which it would otherwise be authorized to receive and retain pursuant to Section 6.2 above, shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of Administrative Agent who shall thereupon, at the direction of Administrative Agent, have the sole right to exercise such voting and other consensual rights and to receive and to hold as Pledged Collateral such Distributions, provided, however, that Grantors’ rights to receive Distributions pursuant to Section 6.2 above shall not cease with respect to, and Administrative Agent shall not have the right to receive and hold as Pledged Collateral, any Distributions made in respect of the Pledged Collateral in the form of capital stock (or other equity interest), or the Certificates representing such capital stock (or other equity interest), to the extent that (a) such capital stock (or other equity interest) represents an equity interest in a Foreign Subsidiary or an FSHCO and (b) Administrative Agent’s receipt of such capital stock (or other equity interest) would cause Administrative Agent to obtain a pledge pursuant to this Agreement of greater than sixty-six percent (66%) of the applicable equity interest of the applicable Foreign Subsidiary or FSHCO. Administrative Agent shall give notice to Grantors of Administrative Agent’s election to exercise voting rights with respect to the Pledged Collateral.
Voting and Distribution Rights. (a) Prior to the occurrence of a Declared Default which is continuing:
(i) each Chargor shall be entitled to receive and retain all dividends, distributions and other monies paid or payable on or derived from its Shares; and
(ii) each Chargor shall be entitled to take all steps and exercise (or refrain from exercising) all rights, powers and discretion (including voting rights) attaching to its Shares and Related Rights and to deal with, receive, own and retain all assets and proceeds in relation thereto without restriction or condition.
(b) The Interim Security Agent may, at its discretion, following the occurrence of a Declared Default which is continuing, (in the name of each Chargor or otherwise and without any further consent or authority from each Chargor):
(i) exercise (or refrain from exercising) any voting rights in respect of any Shares (unless the Interim Security Agent has notified the relevant Chargor in writing that it wishes to give up this right);
(ii) apply all dividends, interest and other monies arising from any Shares and Related Rights in accordance with Clause 10 (Application of Proceeds);
(iii) transfer any Shares and Related Rights into the name of such nominee(s) of the Interim Security Agent as it shall require; and
(iv) exercise (or refrain from exercising) the powers and rights conferred on or exercisable by the legal or beneficial owner of any Shares (unless the Interim Security Agent has notified the relevant Chargor in writing that it wishes to give up this right), in such manner and on such terms as is consistent with the Finance Documents, and the proceeds of any such action shall form part of the Charged Property.
(c) Each Chargor will (provided the Interim Security Agent has made a request in writing to each Chargor), as soon as reasonably practicable after the date of this Debenture (and in the case of Bidco, as soon as reasonably practicable after the date on which Bidco is entered into the register of members of the Target as a member and the legal owner of the relevant Shares) deposit with the Interim Security Agent (or as it shall direct) all share certificates relating to any Shares, including without limitation those listed in Schedule 1 (Shares), together with stock transfer forms executed in blank and left undated on the basis that the Interim Security Agent shall be able to hold such certificates and stock transfer forms until the Secured Obligations have been paid in full and shall be entitled, at any time foll...
Voting and Distribution Rights. Until an Event of Default occurs:
(a) The Charging Company shall be entitled to receive and retain all cash dividends, distributions and other monies paid on or derived from the Material Subsidiary Shares and any After-acquired Shares; and
(b) the Charging Company shall be entitled to exercise all voting and other rights and powers attaching to the Material Subsidiary Shares and any After-acquired Shares; provided, that, except as permitted pursuant to the terms of the Credit Agreements, it shall not vote to take any other action to permit any Pledged Material Subsidiary to issue any Capital Stock of any nature or to issue any other securities convertible into, or granting the right to purchase or exchange for, any Capital Stock of any nature of the Pledged Material Subsidiary or otherwise exercise any such voting rights or powers in a manner prejudicial to the interests of the Administrative Agent under this deed. The Charging Company agrees that (i) it will be bound by the terms of this deed and the Credit Agreements relating to the Capital Stock issued by the Pledged Material Subsidiary and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Agent promptly in writing if, at any time, it obtains any After-acquired Shares or if any Distribution Rights are represented by a share certificate or other document of title and (iii) it will provide to the Collateral Agent a supplement to Schedule 1 hereto reflecting such After-acquired Shares or Distribution Rights which are represented by a share certificate or other document of title.
Voting and Distribution Rights. At the option of Secured Party (exercisable upon written notice thereof to Grantor; provided, that neither the Administrative Agent nor the Lenders shall incur any liability for any failure to provide such notice), all rights of Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7.1 above, and to receive the interest, premiums, dividends and distributions which it would otherwise be authorized to receive and retain pursuant to Section 7.2 above, shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of Secured Party who shall thereupon, at the direction of Administrative Agent, have the sole right to exercise such voting and other consensual rights and to receive and to hold as Pledged Collateral such dividends and distributions.
Voting and Distribution Rights. (a) Prior to the occurrence of an Acceleration Event:
(i) each Chargor shall be entitled to receive, and retain all dividends, distributions and other monies paid on or derived from its Shares (whether held in certificated or uncertificated form); and
(ii) each Chargor shall be entitled to exercise or direct the exercise of all voting and other rights and powers attaching to its Shares in its sole and absolute discretion, provided that it shall not exercise any such voting rights or powers in a manner which would cause an Event of Default to occur.
(b) On or at any time after the occurrence of a Voting Event:
(i) the Security Agent (or its nominee) may exercise (or refrain from exercising) any voting rights, powers and other rights in respect of any Investments of any Chargor as it sees fit; and
(ii) each Chargor:
(A) shall comply or procure the compliance with any directions of the Security Agent (or its nominee) in respect of the exercise of those rights; and
(B) irrevocably appoints the Security Agent (or its nominee) as its proxy to exercise all voting rights in respect of its Investments with effect from the occurrence of that Voting Event to the extent that those Investments remain registered in its name.
(c) If, at any time, any Shares or Investments are registered in the name of the Security Agent or its nominee, the Security Agent will not be under any duty to ensure that any dividends, distributions or other monies payable in respect of those Shares or Investments are duly and promptly paid or received by it or its nominee, or to verify that the correct amounts are paid or received, or to take any action in connection with the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property paid, distributed, accruing or offered at any time by way of interest, dividend, redemption, bonus, rights, preference, option, warrant or otherwise on or in respect of or in substitution for, any of those Shares or Investments.
Voting and Distribution Rights a) So long as no Event of Default (defined below) occurs and remains continuing:
Voting and Distribution Rights. At the option of Secured Party, all rights of Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to SECTION 6.1 above, and to receive the interest, premiums, dividends and distributions which it would otherwise be authorized to receive and retain pursuant to SECTION 6.2 above, shall cease, and all such rights shall thereupon become vested solely in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and to hold as Pledged Collateral such dividends and distributions. Secured Party shall give notice to Grantor of Secured Party's election to exercise voting rights with respect to the Pledged Collateral; PROVIDED, HOWEVER, that (i) neither the giving of such notice nor the receipt thereof by Grantor shall be a condition to exercise of any rights of Secured Party hereunder, and (ii) Secured Party shall not incur any liability for failing to give such notice.
