Common use of Voting and Distribution Rights Clause in Contracts

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. (a) 8.3.1 Prior to the occurrence of an Acceleration Event: (ia) the Chargor shall be entitled to receive, receive and retain all dividends, distributions and other monies paid on or derived from its Shares (whether held in certificated or uncertificated form)Shares; and (iib) 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 materially and adversely affect the validity or enforceability of Default to occurthe Security created under this Debenture. (b) On or at 8.3.2 At any time after the occurrence of a Voting an Acceleration 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 the Shares with effect from shall be exercised by the Chargor as directed by the Security Agent (in order to preserve and/or realise the value of the security), unless the Security Agent has notified the Chargor in writing that it wishes to gives up this right. 8.3.3 At any time after the occurrence of that Voting Event to an Acceleration Event, the extent that those Chargor shall hold any dividends, distributions and other monies paid on or derived from the Shares remain registered in its nameon trust for the Secured Parties and pay the same to, or as directed by, the Security Agent. (c) 8.3.4 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 monies 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. (a) Prior to the occurrence Provided no Default or Event of an Acceleration EventDefault, as hereinafter defined, has occurred and is continuing: (i) the Chargor Pledgor may exercise all rights to vote and to exercise all rights of conversion or retraction or other similar rights with respect to any Pledged Collateral provided that, upon exercise of any conversion or retraction right, any additional Pledged Collateral resulting therefrom shall be entitled paid or delivered to receive, and retain all dividends, distributions and other monies paid on or derived from its Shares (whether held in certificated or uncertificated form); andthe Pledgee forthwith; (ii) the Chargor Pledgee shall be entitled grant, or shall cause its nominee to exercise or direct the exercise of all voting and other rights and powers attaching grant, 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 (Pledgor or its nominee) may exercise (or refrain from exercising) any voting rights, powers respective nominees a proxy to vote 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 of conversion or retraction or other similar rights with 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 Pledged Collateral registered in the name of the Security Agent Pledgee or its nominee, for the Security Agent will purpose of enabling Pledgor to exercise all voting and other rights that it is entitled to exercise pursuant to Section 3(a)(i); and (iii) Pledgor shall be entitled to receive all dividends or distributions (whether paid or distributed in cash, securities or other property) and interest declared and paid or distributed in respect of the Pledged Collateral, and such dividends, distributions and interest shall continue to be subject to the security interest, hypothec, mortgage, pledge and charge hereby constituted. (b) Upon the occurrence of and during the continuation of a Default or an Event of Default: (i) no proxy granted by the Pledgee or its nominee pursuant to Section 3(a)(ii) shall thereafter be effective; (ii) Pledgor shall have no rights to vote or take any other action with respect to any Pledged Collateral; (iii) the Pledgee shall have the right (but shall not be under any duty obligated), to ensure that the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Securities as if the Pledgee were the sole and absolute owner thereof (and Pxxxxxx agrees to take all such action as may be appropriate to give effect to such right); and (iv) Pledgor shall cease to be entitled to receive any dividends, distributions or other monies interest, whether declared or payable before or after the occurrence of the Default or Event of Default, in respect of those Shares are duly the Pledged Collateral, and promptly paid any such dividends, distributions or interest received by it after the occurrence of the Default or its nominee, or to verify that Event of Default shall be received in trust for 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 SharesPledgee.

Voting and Distribution Rights. (a) Prior to the occurrence of an Acceleration Event: (i) the Chargor shall be entitled to receive, receive and retain all dividends, distributions and other monies paid on or derived from its Shares (whether held in certificated or uncertificated form)Shares; 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 materially and adversely affect the validity or enforceability of Default to occurthe Security created under this Debenture. (b) On or at At any time after the occurrence of a Voting an Acceleration 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 the Shares with effect from shall be exercised by the occurrence Chargor as directed by the Security Agent (in order to preserve and/or realise the value of the security), unless the Security Agent has notified the Chargor in writing that Voting Event it wishes to the extent that those Shares remain registered in its namegives up this right. (c) At any time after the occurrence of an Acceleration Event, the Chargor shall hold any dividends, distributions and other monies paid on or derived from the Shares on trust for the Secured Parties and pay the same to, or as directed by, the Security Agent. (d) 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 monies 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. (a) Prior to the occurrence Provided no Default or Event of an Acceleration EventDefault, as hereinafter defined, has occurred and is continuing: (i) the Chargor Pledgor may exercise all rights to vote and to exercise all rights of conversion or retraction or other similar rights with respect to any Pledged Collateral provided that, upon exercise of any conversion or retraction right, any additional Pledged Collateral resulting therefrom shall be entitled paid or delivered to receive, and retain all dividends, distributions and other monies paid on or derived from its Shares (whether held in certificated or uncertificated form); andthe Pledgee forthwith; (ii) the Chargor Pledgee shall be entitled grant, or shall cause its nominee to exercise or direct the exercise of all voting and other rights and powers attaching grant, 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 (Pledgor or its nominee) may exercise (or refrain from exercising) any voting rights, powers respective nominees a proxy to vote 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 of conversion or retraction or other similar rights with 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 Pledged Collateral registered in the name of the Security Agent Pledgee or its nominee, for the Security Agent will purpose of enabling Pledgor to exercise all voting and other rights that it is entitled to exercise pursuant to Section 3(a)(i); and (iii) Pledgor shall be entitled to receive all dividends or distributions (whether paid or distributed in cash, securities or other property) and interest declared and paid or distributed in respect of the Pledged Collateral, and such dividends, distributions and interest shall continue to be subject to the security interest, hypothec, mortgage, pledge and charge hereby constituted. (b) Upon the occurrence of and during the continuation of a Default or an Event of Default: (i) no proxy granted by the Pledgee or its nominee pursuant to Section 3(a)(ii) shall thereafter be effective; (ii) Pledgor shall have no rights to vote or take any other action with respect to any Pledged Collateral; (iii) the Pledgee shall have the right (but shall not be under any duty obligated), to ensure that the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Securities as if the Pledgee were the sole and absolute owner thereof (and Xxxxxxx agrees to take all such action as may be appropriate to give effect to such right); and (iv) Pledgor shall cease to be entitled to receive any dividends, distributions or other monies interest, whether declared or payable before or after the occurrence of the Default or Event of Default, in respect of those Shares are duly the Pledged Collateral, and promptly paid any such dividends, distributions or interest received by it after the occurrence of the Default or its nominee, or to verify that Event of Default shall be received in trust for 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 SharesPledgee.