Common use of Right to Vote Clause in Contracts

Right to Vote. (a) Prior to the occurrence of a Declared Default which is continuing, the Pledgor shall remain the owner of the Shares and, accordingly, the Pledgor shall be entitled to exercise the voting rights attached to the Shares without restriction or condition. (b) After the occurrence of a Declared Default which is continuing, the Pledgee may give notice to the Pledgor to exercise or direct the exercise of any voting rights in relation to the Shares. After the occurrence of a Declared Default which is continuing, the Pledgor undertakes, to transfer to the Pledgee any convening notice to any shareholders’ meeting, as well as of the agenda thereof. Where there is no meeting of the shareholders of the Company, the Pledgor shall inform the Pledgee of any written resolution, provide it with a draft thereof and not pass any resolution without the Pledgee’s prior written consent. Upon the occurrence of a Declared Default which is continuing, the Pledgor shall further do whatever is necessary in order to ensure that the exercise of the voting rights in these circumstances is facilitated and becomes possible for the Pledgee, including, without prejudice to the generality of the foregoing, to call or arrange for a call of a shareholders’ meeting if so requested by the Pledgee. (c) The Pledgor hereby expressly acknowledges that, upon the occurrence of a Declared Default which is continuing and after voting rights are vested in the Pledgee, the Pledgee shall be totally and unconditionally authorised to exercise the voting rights attached to the Shares in such manner and on such terms any manner necessary or useful for the purposes of ensuring the complete satisfaction of the Secured Liabilities and hereby waives each and any claim it may have in this respect, in particular in regard to the liability of the Pledgee thereunder (save in case of wilful default or gross negligence).

Right to Vote. Subject to clause 8 (aEnforcement of the Pledge) Prior to the occurrence of a Declared Default which is continuingbelow, the Pledgor shall remain the legal owner of the Shares Pledged Assets and, accordingly, the right to take part in the general meetings of the shareholders of the Company and to vote therein shall remain vested in the Pledgor: provided that the Pledgor shall be entitled to not, without the previous consent in writing of the Collateral Agent, exercise the its voting rights attached to powers in respect of the Shares in any manner which it believes in good faith would materially adversely affect the security constituted by this Pledge Agreement (including, without restriction limitation; in favour of any change in the terms of the Shares) or condition. (b) After would be inconsistent with the terms of any of the Loan Documents or otherwise prejudice the interests of any of the Secured Parties under any Loan Document. The Pledgor shall in addition perform any and all the obligations imposed upon it in its capacity as shareholder of the Company so as to preserve all rights conferred by the Shares. On and at any time after the occurrence of a Declared an Event of Default which is continuingcontinuing and has not been waived or remedied, the Pledgee may give notice to (a) the Pledgor to shall not, without the prior written consent of the Collateral Agent, exercise or direct the exercise of any voting rights in relation to the Shares. After the occurrence of a Declared Default which is continuingPledged Assets, (b) the Pledgor undertakes, undertakes to transfer to inform the Pledgee Collateral Agent of any convening notice to any shareholders’ meetingmeeting of the shareholders of the Company, as well as of the agenda thereof. Where there is no meeting , and to request such consent in writing, (c) the Pledgor shall promptly deliver to the Collateral Agent each other circular, notice, report, set of the shareholders of accounts or other document received by it in connection with any Pledged Assets or in connection with or from the Company, (d) the Collateral Agent shall be entitled to request the Pledgor to appoint the Collateral Agent as the Pledgor’s irrevocable proxy, which the Pledgor hereby expressly accepts and acknowledges, to represent the Pledgor at one or more shareholders’ meetings and to exercise the voting rights in any manner the Collateral Agent deems fit for the purpose of protecting and/or enforcing its rights under the Pledge Agreement, and (e) the Pledgor shall inform the Pledgee of any written resolution, provide it with a draft thereof and not pass any resolution without the Pledgee’s prior written consent. Upon the occurrence of a Declared Default which is continuing, the Pledgor shall further do whatever is necessary in order to ensure that the exercise of the voting rights in these circumstances is facilitated and becomes possible for the PledgeeCollateral Agent, including, without prejudice to including the generality of the foregoing, to call or arrange for a call issuing of a shareholders’ meeting if so requested by the Pledgeewritten proxy in any form required under applicable law. (c) The Pledgor hereby expressly acknowledges that, upon the occurrence of a Declared Default which is continuing and after voting rights are vested in the Pledgee, the Pledgee shall be totally and unconditionally authorised to exercise the voting rights attached to the Shares in such manner and on such terms any manner necessary or useful for the purposes of ensuring the complete satisfaction of the Secured Liabilities and hereby waives each and any claim it may have in this respect, in particular in regard to the liability of the Pledgee thereunder (save in case of wilful default or gross negligence).

Right to Vote. (a) Prior to Until the occurrence of a Declared an Event of Default which is continuingand subject to Clause 8. below, the Pledgor shall remain the owner of the Shares and, accordingly, the Pledgor shall be entitled to exercise and the voting rights attached to the Shares shall remain vested in the Pledgor. The Pledgor shall not, without restriction the Pledgee’s prior written consent, exercise (or conditionrefrain from exercising) its voting rights in respect of the Shares in any manner which would adversely affect the Pledge (including, without limitation, in favour of any change in the terms of the Shares). (b) After Upon the occurrence of a Declared Default which is continuingan Event of Default, the Pledgee may give shall be entitled to elect, by notice sent in writing to the Pledgor Company and the Pledgor, to exercise or direct the voting rights in relation to the Shares in any manner it deems fit for the purpose of protecting and/or enforcing its rights under the Pledge Agreement (including for the avoidance of doubt any voting rights with respect to resolutions relating to the dismissal, replacement and/or appointment of the managers (gérants) of the Company). Upon such election by the Pledgee, which shall become effective immediately upon the dispatching of the above notice unless otherwise expressed therein, the Pledgor shall no longer be entitled to exercise of any voting rights in relation to the Shares. After Shares and, for the occurrence avoidance of a Declared Default which is continuing, the Pledgor undertakesdoubt, to transfer to the Pledgee any convening notice to any shareholders’ meeting, as well as of the agenda thereof. Where there is no meeting of the shareholders of the Company, the Pledgor shall inform the Pledgee of any written resolution, provide it with a draft thereof and not pass any resolution without the Pledgee’s prior written consent. Upon Where, in accordance with article 193 of the occurrence of a Declared Default which Companies ▇▇▇ ▇▇▇▇, there is continuingno such meeting, the Pledgor undertakes to inform the Pledgee of any resolution and not to pass such a resolution without the Pledgee’s prior written consent. The Pledgee shall further furthermore be entitled to exercise all rights of the Pledgor in relation to the Shares in relation to the convening and/or holding of meetings of the shareholders of the Company or the adoption of shareholder’s resolutions in writing or otherwise. The Pledgee shall in particular have the right to request the board of managers (conseil de gérance) of the Company to convene a meeting of the shareholders and to request items to be put on or added to the agenda, to convene such meeting itself and/or to propose and adopt resolutions in written form, to the extent permitted under applicable law. The Pledgor shall upon the request of the Pledgee issue a written confirmation that the Pledgee is entitled to exercise the above rights in any manner the Pledgee deems fit for the purpose of protecting and/or enforcing its rights under this Pledge Agreement. The Pledgor shall do whatever is necessary or useful in order to ensure that the exercise of the voting these rights in these circumstances is facilitated and becomes possible for the Pledgee, including, without prejudice to including the generality of the foregoing, to call or arrange for a call issuing of a shareholders’ meeting if so requested by the Pledgeewritten confirmation in any form required under applicable law. (c) The Pledgor hereby expressly acknowledges that, upon the occurrence of a Declared Default which is continuing and after voting rights are vested in the Pledgee, the Pledgee shall be totally and unconditionally authorised to exercise the voting rights attached to the Shares in such manner and on such terms any manner necessary or useful for the purposes of ensuring the complete satisfaction of the Secured Liabilities and hereby waives each and any claim it may have in this respect, in particular in regard to the liability of the Pledgee thereunder (save in case of wilful default or gross negligence).

Right to Vote. (a) Prior Without prejudice to the occurrence of a Declared Default which is continuingClauses 6.1(c) and 6.3 below, the Pledgor shall remain the legal owner of the Shares and, accordingly, the right to take part in the general meetings of the shareholders of the Company and to vote therein shall remain vested in it. The Pledgor shall not, without the previous consent in writing of the Pledgee, exercise (or refrain from exercising) its voting powers in respect of the Shares in any manner which would adversely affect the Pledge (including, without limitation, in favour of any change in the terms of the Shares) or would be inconsistent with the terms of any of the Finance Documents. (b) The Pledgor shall in addition perform any and all obligations imposed upon it in its capacity as shareholder of the Company so as to preserve all rights conferred by the Shares. (c) Upon the occurrence and during the continuance of an Event of Default, the Pledgee shall be entitled to elect, by notice sent in writing to the Company and the Pledgor, to exercise the voting rights attached in relation to the Shares without restriction or condition. in any manner it deems fit for the purpose of protecting and/or enforcing its rights under the Pledge Agreement (b) After including for the occurrence avoidance of a Declared Default doubt any voting rights with respect to resolutions relating to the dismissal, replacement and/or appointment of the managers of the Company). Upon such election by the Pledgee, which is continuingshall become effective immediately upon the dispatching of the above notice unless otherwise expressed therein, the Pledgee may give notice to the Pledgor shall no longer be entitled to exercise or direct the exercise of any voting rights in relation to the Shares. After The Pledgor and the occurrence of a Declared Default which is continuing, the Pledgor undertakes, Company undertake to transfer to inform the Pledgee of any convening notice to any shareholders’ meetingmeeting of the shareholders of the Company, as well as of the agenda thereof. Where there is no The Pledgee shall furthermore be entitled to exercise all rights of the Pledgor in relation to the convening and/or holding of meetings of the shareholders or the adoption of shareholder’s resolutions in writing or otherwise. The Pledgee shall in particular have the right to request the board of managers of the Company to convene a meeting of the shareholders of and to request items to be put on or added to the Companyagenda, to convene such meeting itself and/or to propose and adopt resolutions in written form, to the extent permitted under applicable law. The Pledgor shall inform the Pledgee of any written resolution, provide it with a draft thereof and not pass any resolution without the Pledgee’s prior written consent. Upon the occurrence of a Declared Default which is continuing, the Pledgor shall further do whatever is necessary or useful in order to ensure that the exercise of the voting these rights in these circumstances is facilitated and becomes possible for the Pledgee, including, without prejudice to including the generality of the foregoing, to call or arrange for a call issuing of a shareholders’ meeting if so requested by the Pledgee. (c) The Pledgor hereby expressly acknowledges that, upon the occurrence of a Declared Default which is continuing and after voting rights are vested written confirmation in the Pledgee, any form the Pledgee shall be totally and unconditionally authorised to exercise the voting rights attached to the Shares in such manner and on such terms any manner necessary or useful deems fit for the purposes purpose of ensuring the complete satisfaction of the Secured Liabilities and hereby waives each and any claim it may have in protecting and/or enforcing its rights under this respect, in particular in regard to the liability of the Pledgee thereunder (save in case of wilful default Pledge Agreement or gross negligence)required under applicable law.

Right to Vote. (a) Prior Subject to clause 8 (Enforcement of the occurrence of a Declared Default which is continuingPledge) and clause 6.1 (b), the Pledgor shall remain the legal owner of the Shares (subject to any transfers made in compliance with the Credit Agreement) and, accordingly, the right to take part in the general meetings of the shareholder(s) of the Company and to vote therein shall remain vested in it. The Pledgor shall be entitled not, without the previous consent in writing of the Pledgee, exercise its voting powers in respect of the Shares in any manner which could materially and adversely affect the rights inuring to a holder of any of the Shares or the rights and remedies of any of the Pledgee or the other Secured Parties under this Agreement or any other Loan Document or the ability of the Pledgee to exercise the same. (b) The Pledgor shall in addition perform any and all the obligations imposed upon it in its capacity as shareholder of the Company so as to preserve all rights conferred by the Shares. (c) During an Enforcement Time and after the Pledgee shall have notified the Pledgor and the Company of the suspension of its rights under paragraph (a) of this clause 6.1, all rights of the Pledgor to exercise the voting rights attached and powers it is entitled to exercise pursuant to paragraph (a) of this clause 6.1 shall cease, and all such rights shall thereupon become vested in the Shares without restriction or condition. (b) After Pledgee, which shall have the occurrence of a Declared Default which is continuingsole and exclusive right and authority to exercise such voting rights and powers; provided that, unless otherwise directed by the Required Lenders, the Pledgee may give notice shall have the right during an 1. The Pledgee shall be entitled, during an Enforcement Time, to request the Pledgor to appoint the Pledgee (with full power of substitution) as the Pledgor’s irrevocable proxy, which the Pledgor hereby expressly accepts and acknowledges, to represent the Pledgor at one or more shareholders’ meetings and to exercise or direct the exercise of any voting rights in relation to the Shares. After the occurrence of a Declared Default which is continuing, the Pledgor undertakes, to transfer to any manner the Pledgee any convening notice to any shareholders’ meeting, as well as deems fit for the purpose of protecting and/or enforcing its rights under the agenda thereofPledge Agreement. Where there is no meeting of the shareholders of the Company, the The Pledgor shall inform the Pledgee of any written resolution, provide it with a draft thereof and not pass any resolution without the Pledgee’s prior written consent. Upon the occurrence of a Declared Default which is continuing, the Pledgor shall further do whatever is necessary in order to ensure that the exercise of the voting rights in these circumstances is facilitated and becomes possible for the Pledgee, including, without prejudice to including the generality of the foregoing, to call or arrange for a call issuing of a shareholders’ meeting if so requested by the Pledgeewritten proxy in any form required under applicable Law. (c) The Pledgor hereby expressly acknowledges that, upon the occurrence of a Declared Default which is continuing and after voting rights are vested in the Pledgee, the Pledgee shall be totally and unconditionally authorised to exercise the voting rights attached to the Shares in such manner and on such terms any manner necessary or useful for the purposes of ensuring the complete satisfaction of the Secured Liabilities and hereby waives each and any claim it may have in this respect, in particular in regard to the liability of the Pledgee thereunder (save in case of wilful default or gross negligence).