Voting Power; Dividends Sample Clauses

Voting Power; Dividends. Unless and until an Event of Default pursuant to the terms of the Note and/or this Pledge Agreement shall have occurred, Pledgor shall be entitled to exercise all voting powers in all corporate matters pertaining to the Collateral for any purpose not inconsistent with, or in violation of, the provisions of the Note and/or this Pledge Agreement. Any cash dividends and cash distributions of any kind made with respect to the Collateral shall be made in compliance with the Note and/or this Pledge Agreement and shall be applied to reduce the Obligations. Pledgor shall have no right to vote the Collateral in favor of an increase in the capitalization of JBO, Inc. without the prior written consent of Pledgee. Following an Event of Default (as defined below), Pledgee shall have all voting and dividend rights in the Collateral, and for this purpose this Pledge Agreement shall constitute an irrevocable and non-expiring proxy coupled with an interest in the Securities.
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Voting Power; Dividends. Subject to SECTION 7 hereof, Pledgor shall be entitled to vote the Pledged Stock and to give consents, waivers and ratifications with respect thereto; provided, however, that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with or violate any of the provisions of the Loan Documents. Subject to SECTION 7 hereof, Pledgor shall be entitled to receive all dividends on the Pledged Stock; provided, however, that Pledgor shall give Lender thirty (30) days written notice thereof and Lender shall have the option during such thirty (30) day period to advise Pledgor that any non-cash dividends or liquidating dividends shall be delivered to Lender in the manner provided in SECTION 2 hereof.
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Voting Power; Dividends. So long as there shall exist no condition, event or act which constitutes, or with notice or lapse of time or both, would constitute, an Event of Default (as defined below), Pledgor shall be entitled to (a) exercise any and all voting rights with respect to the Pledged Securities and (b) receive and retain for its own account any and all cash dividends and distributions made with respect to the Pledged Securities which it is otherwise entitled to receive; provided, however, any and all stock and/or liquidating dividends, distributions in property, returns on or in respect of the Pledged Securities, whether resulting from a subdivision, combination or reclassification of any of the Pledged Securities or received in exchange for any of the Pledged Securities, or as a result of any merger, consolidation, acquisition or other exchange affecting any of the Pledged Securities, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to the Secured Party (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by Pledgor in accordance with the Secured Party’s instructions) to be held subject to the terms of this Agreement.
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Voting Power; Dividends. Unless and until an Event of Default pursuant to the terms of the Note shall have occurred, Pledgor shall be entitled to exercise all voting powers in all corporate matters pertaining to the Collateral for any purpose not inconsistent with, or in violation of, the provisions of the Note, this Agreement and that certain Stock Purchase Agreement between Tomkxxx Xxxporation and Pledgor of even date herewith (the "SW SPA"). Any cash dividends and cash distributions of any kind made with respect to the Collateral shall be made in compliance with the Note, this Agreement or the SW SPA and shall be 4 applied to reduce the Obligations. Pledgor shall have no right to vote the Collateral in favor of an increase in the capitalization of SW without the prior written consent of Pledgee and shall not have the right to vote the Collateral in favor of any transaction not permitted by the Note or the SW SPA. Following an Event of Default (as defined below), Pledgee shall have all voting and dividend rights in the Collateral, and for this purpose this Agreement shall constitute an irrevocable and no-expiring proxy coupled with an interest in the Securities.
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Voting Power; Dividends. Pledgor's Obligations Upon Event of Default 10 7. Remedies; Rights Upon Event of Default 10 8. Application of Proceeds 13 9. Security Interest Absolute 13 10. Agent Appointed Attorney-in-Fact 14 11. Agent May Perform 15 12. No Duty on Agent's Part; Limitation on Agent's Obligations 16 13. Reasonable Care 16 14. Role of Agent 17 15. Notices 17 16. Subrogation, etc. 17 17. Absence of Fiduciary Relation 18 18. Survival of Representations and Warranties 18 19. No Waiver; Cumulative Remedies 18 20. Severability 18 21. Exculpatory Provisions; Reliance by Agent 19 22. Amendment 20 23. Successors and Assigns 20 24. Number and Gender 20 25. Headings Descriptive 20 26. Governing Law; Jurisdiction; Waiver of Trial by Jury 20 27. Continuing Pledge and Security Interest; Xxxxxxxxxxx 00 00. Payments Set Aside 21 29. Counterparts 22 Schedule Schedule A: Pledged Shares Schedule B: Financing Statement Filings STOCK PLEDGE AGREEMENT This STOCK PLEDGE AGREEMENT (the "Stock Pledge Agreement"), dated as of June 28, 1996, by and between NRG GENERATING (U.S.) INC., a Delaware corporation ("Pledgor"), and CREDIT SUISSE, as agent ("Agent") on behalf of and for the benefit of the Secured Parties under the Credit Agreement (as defined below).
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Voting Power; Dividends. Notwithstanding any other provision contained in this Stock Pledge Agreement to the contrary, unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive all dividends and other payments payable with respect to the Pledged Shares and exercise all voting and other consensual rights and take all action permitted to a stockholder of Borrower in its capacity as such, and Agent, upon the written request of Pledgor, shall promptly deliver such proxies and other documents, if any, as shall be reasonably requested by Pledgor which are necessary to allow Pledgor to exercise voting power with respect to any of the Pledged Shares; provided, Pledgor (i) shall not vote such Pledged Shares in any manner that would violate the terms of this Stock Pledge Agreement, the Credit Agreement or any other Loan Instrument or that would cause an Event of Default and (ii) agrees that any dividends and other payments paid by Borrower to Pledgor where such dividends and other payments, as the case may be, are derived from distributions made to Borrower in violation of the Credit Agreement shall be restored to Borrower by deposit into an account designated by Agent promptly upon demand by Agent or upon Pledgor becoming aware of receipt of such dividends made from a non-complying distribution.
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Voting Power; Dividends. Pledgor's Obligations Upon Event of Default ....7 7.
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Voting Power; Dividends. Notwithstanding any other provision contained in this Stock Pledge Agreement to the contrary, unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive all dividends and other payments payable with respect to the Pledged Shares and exercise all voting and other consensual rights and take all action permitted to a stockholder of Issuer in its capacity as such, and Agent, upon the written request of Pledgor, shall promptly deliver such proxies and other documents, if any, as shall be reasonably requested by Pledgor which are necessary to allow Pledgor to exercise voting power with respect to any of the Pledged Shares; PROVIDED, Pledgor shall not vote such Pledged Shares in any manner that would violate the terms of this Stock Pledge Agreement, the Promissory Notes or any other Security Document or that would cause an Event of Default.
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Voting Power; Dividends. Until the Option is exercised, ARIF shall vote ----------------------- the shares of stock, which are the subject of this Option, in the same proportion as the other shareholders of the Company have voted their shares in any matter which requires a vote of the Company's shareholders.
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Related to Voting Power; Dividends

  • Voting Rights; Dividends; Etc (a) So long as no Event of Default shall have occurred and be continuing:

  • Voting Rights; Dividends Holders of Common Stock of the Company have equal rights to receive dividends when, as, and if declared by the Board of Directors out of funds legally available therefor. Holders of Common Stock of the Company have one vote for each share held of record and do not have cumulative voting rights.

  • Voting Power Such Stockholder has full voting power with respect to all such Stockholder’s Subject Shares, and full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all such Stockholder’s Subject Shares. None of such Stockholder’s Subject Shares are subject to any stockholders’ agreement, proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares, except as provided hereunder.

  • Cash Dividends; Voting Rights Unless an Event of Default has occurred and the Administrative Agent has given notice to the Pledgors of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7 hereof, the Pledgors shall be permitted to receive all cash dividends, to the extent permitted in the Credit Agreement, in respect of the Pledged Stock and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Pledge Agreement or any other Credit Document.

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (collectively, “Restricted Payments”), except that:

  • Voting Powers Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or class.

  • Dividends and Voting Rights (a) All dividends and other distributions with respect to any of the Pledged Interests shall be subject to the pledge hereunder, provided, however, that cash dividends paid to a Pledgor as record owner of the Pledged Interests, to the extent permitted by the Credit Agreement to be declared and paid, may be retained by such Pledgor so long as no Event of Default shall have occurred and be continuing, free from any Liens hereunder.

  • Voting Rights; Dividends and Interest (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the Borrower that the rights of the Grantors under this Section 2.06 are being suspended:

  • Dividends and Voting Participant is entitled to (i) receive all dividends, payable in stock, in cash or in kind, or other distributions, declared on or with respect to any Restricted Shares as of a record date that occurs on or after the Date of Grant hereunder and before any transfer or forfeiture of the Restricted Shares by Participant, provided that any such dividends paid in cash are to be held in escrow by the Company and, such cash dividends and distributions are to be subject to the same rights, restrictions on transfer and conditions regarding vesting and forfeiture as the Restricted Shares with respect to which such dividends or distributions are paid at the time of payment, and (ii) exercise all voting rights with respect to the Restricted Shares, if the record date for the exercise of such voting rights occurs on or after the Date of Grant hereunder and prior to any transfer or forfeiture of such Restricted Shares. In the event of forfeiture by Participant of any or all of the Restricted Shares or any of the equity securities distributed to Participant with respect thereto, Participant shall forfeit all cash dividends held in escrow and relating to the underlying forfeited Restricted Shares and must return to the Company any distributions previously paid to Participant with respect to such Restricted Shares.

  • Common Stock Dividends If the Company at any time while this Warrant is outstanding and unexpired shall pay a dividend with respect to Common Stock payable in Shares, or make any other distribution with respect to Common Stock in Shares, then the Exercise Price shall be adjusted, from and after the date of determination of the shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (i) the numerator of which shall be the total number of Shares outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of Shares outstanding immediately after such dividend or distribution. This paragraph shall apply only if and to the extent that, at the time of such event, this Warrant is then exercisable for Common Stock.

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