Common use of Voting, Dividends and Other Payments Clause in Contracts

Voting, Dividends and Other Payments. (a) So long as there exists no Event of Default hereunder: (i) Shareholder shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the Stock for any purpose not inconsistent with the terms hereof; (ii) Shareholder shall be entitled to receive dividends made in the ordinary course of business on the Stock; and (iii) Subject to the Greyhound Security Interest, any and all stock or liquidating dividends, distributions in property, returns of capital or other distributions and payments made on or in respect of the Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding Collateral or received in exchange therefor or for any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any such issuer may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any Collateral, shall be and become part of the Collateral and, if received by Shareholder, shall be held in trust by Shareholder for the benefit of Secured Party and shall forthwith be delivered by Shareholder to Secured Party (registered in the name of the Secured Party, or accompanied by proper instruments of assignment executed by Shareholder, in accordance with the Secured Party's instructions) to be held subject to the terms hereof. (b) Upon the occurrence of an Event of Default all rights of Shareholder to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to Section 7(a) and to receive dividends pursuant to Section 7(a) shall, at Secured Party's option, immediately and without notice to Shareholder, cease, and all such rights shall thereupon become vested in Secured Party, subject to the Greyhound Security Interest, who shall have the sole and exclusive right and authority, but shall not be obligated, to exercise such voting and/or consensual rights and powers. Upon the occurrence of an Event of Default, Secured Party shall, subject to the Greyhound Security Interest, be entitled to receive dividends on the Collateral, which dividends shall be held as additional collateral hereunder.

Voting, Dividends and Other Payments. (a) So long as there exists no Event of Default hereunder: (i) Shareholder Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the Stock Collateral or any part thereof for any purpose not inconsistent with the terms hereof;. (ii) Shareholder Pledgor shall be entitled to receive dividends made in the ordinary course of business on the Stock; and (iii) Subject to the Greyhound Security Interest, and retain any and all dividends and other distributions paid with respect to the Collateral; provided, that any and all (A) dividends and other distributions (including without limitation dividends and distributions of membership interests) paid or payable other than in cash with respect to, and instruments and other property received, receivable or otherwise distributed with respect to, or in exchange for, any of the Collateral for any reason, including, without limitation, any change in the number or kind of outstanding shares of any securities of Cowboy or any successor to Cowboy by reason of any recapitalization, merger, consolidation, reorganization, separation, liquidation, stock or liquidating dividendssplit, distributions in propertystock dividend, returns combination of capital shares or other similar corporate event; (B) dividends and other distributions and payments made on paid or payable in cash with respect to any of the Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; and (C) cash paid, payable or otherwise distributed with respect to principal of, or in redemption of, or in exchange for any of the Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding Collateral or received in exchange therefor or for any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any such issuer may be a party or otherwiseshall be, and any and all cash and other property received in exchange for or redemption of any Collateral, shall be forthwith delivered to Pledgee to hold as, Collateral and become part of the Collateral andshall, if received by ShareholderPledgor, shall be held received in trust by Shareholder for the benefit of Secured Party Pledgee, be segregated from the other property or funds of Pledgor, and shall be forthwith be delivered by Shareholder to Secured Party (registered Pledgee as Collateral in the name of the Secured Partysame form as so received, with any necessary indorsement or accompanied by proper instruments of assignment executed by Shareholder, in accordance with the Secured Party's instructions) to be held subject to the terms hereofassignment. (b) Upon the occurrence of an Event of a Default all hereunder or at any time thereafter: (i) All rights of Shareholder Pledgor (A) to exercise or refrain from exercising the voting and/or and other consensual rights and powers which it is Pledgor would otherwise be entitled to exercise pursuant to Section 7(a4.1(a)(i), and (B) and to receive the dividends and distributions to which Pledgor would otherwise be authorized to receive and retain pursuant to Section 7(a) shall4.1(a)(ii), at Secured Party's option, immediately and without notice to Shareholder, shall automatically cease, and all such rights shall thereupon become vested in Secured Party, subject to the Greyhound Security Interest, who Pledgee which shall thereupon have the sole and exclusive right and authority, but shall not be obligated, to exercise or refrain from exercising such voting and/or and other consensual rights and powersto receive and hold as Collateral such dividends. Upon In furtherance of Pledgee's rights hereunder, Pledgor shall execute an undated letter to Cowboy in the occurrence form of an Event Exhibit D attached hereto directing and authorizing Cowboy to make dividends and distributions payable to Pledgor directly to Pledgee pursuant to section 4.4(b) of Defaultthe LLC Agreement and Pledgor hereby authorizes Pledgee, Secured Party shallat any time a Default exists hereunder, subject to date and to deliver such letter to Cowboy. Pledgor further agrees to promptly notify Pledgee of any change in the name, identity or address of the manager of the Company, and if any Person other than Xxxxx Xxxxxx becomes president of Pledgor, and upon any such change to execute a new letter in the form of Exhibit D hereto reflecting such change. (ii) All dividends which are received by Pledgor contrary to the Greyhound Security Interest, be entitled to receive dividends on the Collateral, which dividends provisions of Section 4.1(b)(i) shall be held received in trust for the benefit of Pledgee, shall be segregated from other property and funds of Pledgor and shall be forthwith paid over to Pledgee as additional collateral hereunderCollateral in the same form as so received, with any necessary indorsement or assignment.

Voting, Dividends and Other Payments. (a) So long as there exists no Event Except with respect to any portion of Default hereunderthe Escrowed Collateral that has been released to Ramtron pursuant to Section 2: (i) each Shareholder shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the Stock such Escrowed Collateral pledged by it or any part thereof for any purpose not inconsistent with the terms hereof; (ii) the Agent shall execute and deliver (or cause to be executed and delivered) to each Shareholder all such proxies, powers of attorney, dividend orders and other instruments as the Shareholder may reasonably request for the purpose of enabling the Shareholder to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to paragraph (i) above; (iii) each Shareholder shall be entitled to receive dividends made in the ordinary course of business on the StockEscrowed Shares; and (iiiiv) Subject to the Greyhound Security Interest, any and all stock or liquidating dividends, distributions in property, returns of capital or other distributions and payments made on or in respect of the Escrowed Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding Escrowed Collateral or received in exchange therefor or for any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any such issuer may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any Collateral, Escrowed Collateral shall be and become part of the Escrowed Collateral and, if received by a Shareholder, shall be held in trust by such Shareholder for the benefit of Secured Party Ramtron and shall forthwith be delivered by the Shareholder to Secured Party the Agent (registered in the name of the Secured PartyAgent, or accompanied by proper instruments of assignment executed by the Shareholder, in accordance with the Secured PartyAgent's instructions) to be held subject to the terms hereof. Any and all money and other property paid over to or received by Ramtron pursuant to the provisions of this subsection (a)(iv) shall be retained by the Agent as part of the Escrowed Collateral and be applied in accordance with the provisions hereof. (b) Upon the occurrence of an Event of Default With respect to any Escrowed Collateral released to Ramtron, all rights of Shareholder the Shareholders to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to Section 7(a4(a)(i) and to receive dividends pursuant to Section 7(a) shall, at Secured Party's option, immediately and without notice to Shareholder, shall cease, and all such rights shall thereupon become vested in Secured Party, subject to the Greyhound Security InterestRamtron, who shall have the sole and exclusive right and authority, but shall not be obligated, authority to exercise such voting and/or consensual rights and powers. Upon With respect to any Escrowed Collateral released to Ramtron (and until any claim for indemnification pursuant to Section 8 of the occurrence of an Event of Default, Secured Party shall, subject to the Greyhound Security Interest, Merger Agreement shall have been paid in full) Ramtron shall be entitled to receive dividends made in the ordinary course of business on the CollateralEscrowed Collateral included in such Set Aside Amount, which dividends shall be held as additional collateral hereunder.

Voting, Dividends and Other Payments. (a) So long as there exists no Event of Default hereunder:(as defined in Article V hereof): (i) Shareholder the Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the Stock for any purpose not inconsistent with the terms hereof;the (ii) Shareholder shall be entitled to receive dividends made in the ordinary course of business on the Stock; and (iii) Subject to the Greyhound Security Interest, any and all dividends in cash or other property, stock or liquidating dividends, distributions in of property, returns of capital or other distributions and payments made on or in respect of the Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding Collateral or received in exchange therefor or for any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any such issuer may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any CollateralCollateral (in each case, after reservation of an amount necessary to cover federal or state income taxes incurred in connection therewith), shall be and become part of the Collateral and, if received by Shareholderthe Pledgor, at the Pledgor's option, either (A) shall be held in trust by Shareholder the Pledgor for the benefit of Secured Party the Company and shall forthwith be delivered by Shareholder the Pledgor to Secured Party the Company (registered in the name of the Secured PartyCompany, or accompanied by proper instruments of assignment executed by Shareholder, in accordance with the Secured Party's instructionsPledgor) to be held subject to the terms hereofhereof or (B) shall be applied to payment of principal or interest on the Loan. (b) Upon the occurrence of an Event of Default all rights of Shareholder the Pledgor to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to Section 7(a) and to receive dividends pursuant to Section 7(a4.1(a) shall, at Secured Partythe Company's option, immediately and without upon notice to Shareholderthe Pledgor, cease, and all such rights the Company shall thereupon become vested in Secured Party, subject to the Greyhound Security Interest, who shall have the sole and exclusive right and authority, but shall not be obligated, to exercise such voting and/or consensual rights and powers. Upon the occurrence of an Event of Default, Secured Party shall, subject to the Greyhound Security Interest, be entitled to receive all dividends on the Collateral, which dividends shall be held as additional collateral Collateral hereunder.