Voting Rights; Distributions. (a) So long as no Event of Default or event which, with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing, Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided, however, that Pledgors shall not exercise and refrain from exercising any such right if, in Pledgee’s reasonable judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof.
(b) Notwithstanding whether or not an Event of Default has occurred, Pledgee shall be entitled to receive and retain, and apply as payment on the Note, any and all dividends, distributions and interest paid in respect of the Pledged Collateral including all:
(i) distributions, interest paid or payable in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, the Pledged Collateral,
(ii) distributions paid or payable in cash in respect of any Pledged 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
(iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral.
(c) Pledgee shall execute and deliver (or cause to be executed and delivered) all such proxies and other instruments as Pledgors may reasonably request for the purpose of enabling Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 7(a).
(d) Upon the occurrence and during the continuance of an Event of Default, or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default:
(i) all rights of Pledgors to exercise the voting and other consensual rights which they would otherwise be entitled to exercise pursuant to Section 7(a) shall cease, and all such rights shall thereupon become immediately vested in Pledgee which shall thereupon have the sole right to exercise such voting and other consensual rights; and
(ii) the Note, all interest thereon, and all other obligations thereunder, shall be immediately due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived.
Voting Rights; Distributions. (a) So long as no Event of Default shall exist, the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to any Collateral, for any purpose not inconsistent with the terms of this Agreement and the Second Priority Obligations . So long as an Event of Default shall exist, at the sole option of the Second Priority Collateral Trustee, any or all rights of the Pledgor to exercise voting and other consensual rights shall cease, and the Second Priority Collateral Trustee, if and when it notifies the Pledgor of the exercise of such option, shall have the sole right to exercise any or all such voting and other consensual rights.
(b) To the extent required by the Indenture, the Pledgor shall cause any and all cash and other property paid or otherwise distributed in respect of the Collateral, any and all Collateral from time to time issued in addition thereto or substitution therefor, and any and all other Proceeds, to be paid and delivered to the Second Priority Collateral Trustee, to be held as Collateral hereunder.
(c) All cash and other property required to be delivered to the Second Priority Collateral Trustee hereunder shall, if received by the Pledgor, be received in trust for the benefit of the Second Priority Collateral Trustee, be segregated from the other property of the Pledgor, and promptly be delivered to the Second Priority Collateral Trustee in the same form as so received (with any appropriate endorsements or assignments).
Voting Rights; Distributions. So long as no Event of Default has occurred, the Pledgor shall be entitled to (a) exercise all voting, consensual, managerial and other rights in connection with the Collateral, and (b) take control of, receive and retain all distributions made by the Company in connection with the Collateral.
Voting Rights; Distributions. 5.1 Pledgee shall have the voting rights and other consensual rights and powers pertaining to the Pledged Collateral or any part thereof, except that Pledgee hereby authorizes, and grants power of attorney to the Pledgor to, so long as no Event of Default shall have occurred and be continuing, exercise any and all of such voting and/or consensual rights and powers relating or pertaining to the Pledged Collateral or any part thereof, for any purpose not inconsistent with the terms or purpose of this Pledge Agreement, the Indenture and the applicable Secured Instrument, provided, however, that the Pledgor shall not (i) exercise such rights which may have an adverse effect on the value of the Pledged Collateral or the pledge granted by this Pledge Agreement and (ii) without the prior written approval of the Pledgee, vote in respect of any one or more of the Pledged Shares or Additional Shares in favor of a proposal (x) to amend the Articles of Association of the Companies or any other issues of Additional Shares or
Voting Rights; Distributions. So long as no Event of Default shall have occurred and be continuing:
Voting Rights; Distributions. So long as no Event of Default shall have occurred and be continuing: (a) Pledgor shall be permitted to exercise all voting and other rights with respect to the Pledged Interests; and (b) subject to the provisions of the Loan Agreement, Pledgor shall be entitled to make and receive Distributions paid in respect of the Collateral; provided, however, that any and all Distributions paid or payable other than in cash in respect of, or in exchange for, any Collateral shall be, and shall forthwith be delivered to Administrative Agent to hold as, Collateral and shall, if received by Pledgor, be received in trust for the benefit of Administrative Agent, be segregated from the other property of Pledgor and be forthwith delivered to Administrative Agent as Collateral in the same form as so received (with all necessary endorsements). Upon the occurrence of an Event of Default, except as otherwise expressly provided in the Loan Agreement, the aforesaid rights shall immediately vest in Administrative Agent in accordance with Section 2.2(d) hereof.
Voting Rights; Distributions. Etc. ---------------------------------
(a) So long as no Event of Default shall have occurred and be continuing:
(i) The Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Shares or any part thereof for any purpose not inconsistent with the terms or purpose of this Agreement or any of the other Credit Documents; provided, however, that the -------- ------- Company shall not in any event exercise such rights in any manner which may have a material adverse effect on the value of the Pledged Collateral or the security intended to be provided by this Agreement.
(ii) Subject to the provisions of Section 1 hereof and the terms of the Agreement, the Company shall be entitled to receive and retain, and to utilize free and clear of the Lien of this Agreement, any and all Distributions; provided, however, that any and all such Distribution -------- ------- consisting of rights or interests in the form of shares of stock shall be, and shall be forthwith delivered to the Agent to hold as, Pledged Collateral and shall, if received by the Company, be received in trust for the benefit of the Lenders, be segregated from the other property or funds of the Company, and be forthwith delivered to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement and stock powers executed in blank).
(iii) The Agent shall be deemed without further action or formality to have granted to the Company all necessary consents relating to voting rights and shall, if necessary, upon written request of the Company and at the Company's sole expense, from time to time execute and deliver (or cause to be executed and delivered) to the Company all such instruments as the Company may reasonably request in order to permit the Company to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 7(a)(ii) hereof.
(b) Upon the occurrence and during the continuance of an Event of Default:
(i) All rights of the Company to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 7(a)(i) hereof without any action or the giving of any notice shall cease, and all such rights shall thereupon become vested in the Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights.
(ii) All...
Voting Rights; Distributions. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Iconic shall be entitled to exercise any and all voting rights and other consensual rights pertaining to the Collateral of Iconic or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Note.
(ii) Iconic shall be entitled to receive and retain any and all dividends, indemnities, reimbursement, distributions, interest and all other amounts paid in respect of the Collateral, but only to the extent paid in compliance with the provisions of this Agreement.
(b) During the continuance of an Event of Default, Seller shall have the sole right to exercise all such voting rights and other consensual rights and shall have the sole right to receive and retain all such amounts set forth in clause (a)(ii) of this Section 10.
Voting Rights; Distributions. Unless an Event of Default shall have occurred and be continuing and Pledgee shall have given written notice to Pledgor and the Company of Pledgee’s intent to exercise its rights pursuant to Article 7, Pledgor shall be permitted to exercise all voting, membership and other ownership rights with respect to the Pledged Units. For so long as the Guaranty is outstanding, Pledgee shall not receive or accept any dividends or distributions from the Company.
Voting Rights; Distributions. So long as no Foreclosure Event has occurred and is continuing, the Pledgor may exercise any voting rights incident to the Pledged Collateral and shall have the right to receive and retain any and all Distributions to the extent that all or any portion of such Distributions are permitted to be made by Blue Fin Capital, Inc. in accordance with the provisions of the Investment Agreement.
