Common use of Voting Power, Etc Clause in Contracts

Voting Power, Etc. Notwithstanding anything to the contrary contained in this Assignment, provided that no Event of Default has occurred and is continuing under the Financing Documents, but subject in all respects to the terms, conditions, prohibitions or limitations on the following actions of Assignor as partner, member or owner of Borrower as provided in the Organizational Documents or the Financing Documents, Assignor will be entitled to (i) exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral (including, without limitation, to make determinations, to exercise any election (including, without limitation, election of remedies) or option), (ii) to give or receive any notice, consent, amendment, waiver, approval or other rights and (iii) receive all benefits, credits and Distributions under the Operating Agreement; provided that no ratification will be given, nor any power pertaining to the Equity Collateral exercised, nor any benefits, credits or Distributions received, nor any other action taken, which would violate or be inconsistent with the terms of this Assignment or any of the other Financing Documents, or which would have the effect of impairing the position or interests of Funding Lender, or, in each case, in such a manner as would reasonably be expected to have an adverse effect on the ability of Assignor to perform its obligations hereunder. Upon the occurrence of any Event of Default under the Financing Documents and for so long as such Event of Default is continuing, Funding Lender will have the sole and exclusive right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral, including but not limited to receiving all benefits, credits and Distributions under the Operating Agreement.

Voting Power, Etc. Notwithstanding anything to the contrary contained in this AssignmentSection 1 hereof, provided that no Event of Default has (as that term is defined in the Loan Agreement) shall have occurred and is continuing under the Financing Documentsbe continuing, but subject in all respects to the terms, conditions, prohibitions or limitations on the following actions of Assignor Pledgor as partner, member or owner a partner of Borrower as the Partnership provided in the Organizational Documents Partnership Agreement, the Agreement and Acknowledgment of Pledge annexed hereto, the Loan Agreement or the Financing DocumentsNote, Assignor will Pledgor shall be entitled to (i) exercise all voting, consensual and other powers of ownership pertaining to the Equity Pledged Collateral (including, without limitation, to receive distributions from the Partnership, to make determinations, to exercise any election (including, without limitation, election of remedies) or option), (ii) and to give or receive any notice, consent, amendment, waiver, approval or other rights and (iii) receive all benefitsdescribed in Section 1 hereof), credits and Distributions under the Operating Agreement; provided that no ratification will shall be given, nor any power pertaining to the Equity Pledged Collateral exercised, nor any benefits, credits or Distributions received, nor any other action taken, which would violate or be inconsistent with the terms of this Assignment Agreement, the Loan Agreement or any of the other Financing DocumentsNote, or which would have the effect of impairing the position or interests of Funding LenderPledgee, or, in each case, in such a manner as would reasonably be expected to have an a material adverse effect on the ability of Assignor Pledgor to perform its obligations hereunder. Upon From and after the occurrence of any an Event of Default under the Financing Documents and for so long as such Event of Default is continuing, Funding Lender will Pledgee shall have the sole and exclusive right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Pledged Collateral, including but not limited to receiving all benefits, credits and Distributions under the Operating Agreement.

Voting Power, Etc. Notwithstanding anything to the contrary contained in this Assignment, provided that no Event of Default has occurred and is continuing under the Financing Loan Documents, but subject in all respects to the terms, conditions, prohibitions or limitations on the following actions of Assignor as partner, member or owner of Borrower as provided in the Organizational Documents or the Financing Loan Documents, Assignor will be entitled to (i) exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral (including, without limitation, to make determinations, to exercise any election (including, without limitation, election of remedies) or option), (ii) to give or receive any notice, consent, amendment, waiver, approval or other rights and (iii) receive all benefits, credits and Distributions under the Operating Agreement; provided that no ratification will be given, nor any power pertaining to the Equity Collateral exercised, nor any benefits, credits or Distributions received, nor any other action taken, which would violate or be inconsistent with the terms of this Assignment or any of the other Financing Loan Documents, or which would have the effect of impairing the position or interests of Funding LenderAssignee, or, in each case, in such a manner as would reasonably be expected to have an adverse effect on the ability of Assignor to perform its obligations hereunder. Upon the occurrence of any Event of Default under the Financing Loan Documents and for so long as such Event of Default is continuing, Funding Lender Assignee will have the sole and exclusive right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral, including but not limited to receiving all benefits, credits and Distributions under the Operating Agreement.

Voting Power, Etc. Notwithstanding anything to the contrary contained in this AssignmentSection 1 hereof, provided that no Event of Default has (as hereinafter defined) shall have occurred and is continuing under the Financing Documentsbe continuing, but subject in all respects to the terms, conditions, prohibitions or limitations on the following actions of Assignor Pledgor as partner, member or owner a shareholder of Borrower as Teltronics provided in the Organizational Documents or the Financing Documentsof Teltronics, Assignor will Pledgor shall be entitled to (i) exercise all voting, consensual and other powers of ownership pertaining to the Equity Pledged Collateral (including, without limitation, to make determinations, to exercise any election (including, without limitation, election of remedies) or option), (ii) and to give or receive any notice, consent, amendment, waiver, approval or other rights and (iii) receive all benefitsdescribed in Section 1 hereof), credits and Distributions under the Operating Agreement; provided that no ratification will shall be given, nor any power pertaining to the Equity Pledged Collateral exercised, nor any benefits, credits or Distributions received, nor any other action taken, which would violate or be inconsistent with the terms of this Assignment or any of the other Financing Documents, Agreement or which would have the effect of impairing the position or interests of Funding LenderPledgee, or, in each case, in such a manner as would reasonably be expected to have an adverse effect on the ability of Assignor Pledgor to perform its obligations hereunder. If any of the foregoing rights are exercised by Pledgor, Pledgor shall promptly give written notice to Pledgee of its exercise of such right. Upon the occurrence of any Event of Default under the Financing Documents and for so long as such Event of Default is continuing, Funding Lender will Pledgee shall have the sole and exclusive right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Pledged Collateral, including but not limited to receiving all benefits, credits and Distributions under the Operating Agreement.

Voting Power, Etc. Notwithstanding anything to the contrary contained in this Assignment, provided that no Event of Default has occurred and is continuing under the Financing Loan Documents, but subject in all respects to the terms, conditions, prohibitions or limitations on the following actions of Assignor as partner, member or owner of Borrower as provided in the Organizational Documents or the Financing Loan Documents, Assignor will be entitled to (i) exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral (including, without limitation, to make determinations, to exercise any election (including, without limitation, election of remedies) or option), (ii) to give or receive any notice, consent, amendment, waiver, approval or other rights and (iii) receive all benefits, credits and Distributions under the Operating Agreement; provided that no ratification will be given, nor any power pertaining to the Equity Collateral exercised, nor any benefits, credits or Distributions received, nor any other action taken, which would violate or be inconsistent with the terms of this Assignment or any of the other Financing Loan Documents, or which would have the effect of impairing the position or interests of Funding Lender, or, in each case, in such a manner as would reasonably be expected to have an adverse effect on the ability of Assignor to perform its obligations hereunder. Upon the occurrence of any Event of Default under the Financing Loan Documents and for so long as such Event of Default is continuing, Funding Lender will have the sole and exclusive right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral, including but not limited to receiving all benefits, credits and Distributions under the Operating Agreement.

Voting Power, Etc. Notwithstanding anything to the contrary contained in this AssignmentSection 1 hereof, provided that no Event of Default has (as hereinafter defined) shall have occurred and is continuing under the Financing Documentsbe continuing, but subject in all respects to the terms, conditions, prohibitions or limitations on the following actions of Assignor Pledgor as partner, member or owner a shareholder of Borrower as Pledgee provided in the Organizational Documents or the Financing Documentsof Pledgee, Assignor will Pledgor shall be entitled to (i) exercise all voting, consensual and other powers of ownership pertaining to the Equity Pledged Collateral (including, without limitation, to make determinations, to exercise any election (including, without limitation, election of remedies) or option), (ii) and to give or receive any notice, consent, amendment, waiver, approval or other rights and (iii) receive all benefitsdescribed in Section 1 hereof), credits and Distributions under the Operating Agreement; provided that no ratification will shall be given, nor any power pertaining to the Equity Pledged Collateral exercised, nor any benefits, credits or Distributions received, nor any other action taken, which would violate or be inconsistent with the terms of this Assignment or any of the other Financing Documents, Agreement or which would have the effect of impairing the position or interests of Funding LenderPledgee, or, in each case, in such a manner as would reasonably be expected to have an adverse effect on the ability of Assignor Pledgor to perform its obligations hereunder. If any of the foregoing rights are exercised by Pledgor, Pledgor shall promptly give written notice to Pledgee of its exercise of such right. Upon the occurrence of any Event of Default under the Financing Documents and for so long as such Event of Default is continuing, Funding Lender will Pledgee shall have the sole and exclusive right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Pledged Collateral, including but not limited to receiving all benefits, credits and Distributions under the Operating Agreement.