Common use of Rights of Pledgor Clause in Contracts

Rights of Pledgor. Unless an Event of Default shall have occurred and be continuing: (a) Subject to the Letter Agreement, Pledgor 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 of this Agreement and the Intercreditor Agreement. Pledgor shall not in any event exercise or refrain from exercising such right in a manner which would (or take or omit to take any other action which would) authorize or effect (i) the dissolution or liquidation, in whole or in part, of the Company, (ii) the consolidation or merger of the Company with any corporation or other entity unless the party to such merger or consolidation agrees to assume the obligations hereunder and under the Intercreditor Agreement, (iii) the sale, disposition or encumbrance of any asset of the Company, except in the ordinary course of business consistent with past practice or as permitted by the Intercreditor Agreement, (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of the Company, or the issuance of any additional capital shares of the Company unless such Additional Shares are pledged to IPG to the extent required herein, or (v) the alteration of the voting rights with respect to the shares of the Company. (b) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and cash distributions (except cash dividends paid or payable in respect of the total or partial liquidation of an issuer) paid on the Pledged Shares. All stock dividends and all distributions (other than cash distributions governed by the immediately preceding sentence) in respect of any of the Collateral, whenever paid or made after the payment in full of the Senior Obligations, shall be delivered to IPG and held by it subject to the Lien created by this Agreement.

Rights of Pledgor. Unless an (a) So long as no Event of Default shall have has occurred and be is continuing: (a) Subject to the Letter Agreement, Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Shares vote or any part thereof for any purpose not inconsistent with the terms of this Agreement and the Intercreditor Agreement. Pledgor shall not in any event exercise or refrain from exercising such right in a manner which would (or take or omit to take any other action which would) authorize or effect (i) the dissolution or liquidation, in whole or in part, of the Company, (ii) the consolidation or merger of the Company with any corporation or other entity unless the party to such merger or consolidation agrees to assume the obligations hereunder and under the Intercreditor Agreement, (iii) the sale, disposition or encumbrance of any asset of the Company, except in the ordinary course of business consistent with past practice or as permitted by the Intercreditor Agreement, (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of the Company, or the issuance of any additional capital shares of the Company unless such Additional Shares are pledged to IPG to the extent required herein, or (v) the alteration of the voting rights consent with respect to the shares Collateral in any manner not inconsistent with this Pledge Agreement, the Credit Agreement or any other New Loan Document. Upon the occurrence and during the continuance of an Event of Default, the Lender shall have the exclusive right to vote or give consents with respect to the Collateral. Pledgor hereby grants to the Lender an irrevocable proxy to vote the Collateral, which proxy shall be effective immediately upon the occurrence of and during the continuance of an Event of Default, and upon request of the CompanyLender, Pledgor agrees to deliver to the Lender such further evidence of such irrevocable proxy or such further irrevocable proxy to vote the Collateral as the Lender may request. (b) Pledgor shall be entitledSubject to Pledgor’s right to receive and retain Distributions so long as an Event of Default under the New Loan Documents has not occurred or is continuing, from time to time, to collect any and receive for its own use all cash dividends and cash (i) distributions (except cash dividends paid or payable in respect of the total or partial liquidation of an issuer) paid on the Pledged Shares. All stock dividends and all distributions (other than cash distributions governed by the immediately preceding sentence) in respect of any Collateral whether in connection with a partial or total liquidation or dissolution or in connection with a reduction of the capital or otherwise, and (ii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for Collateral, whenever paid or made after the payment in full of the Senior Obligations, shall be forthwith delivered to IPG the Lender or Original Lender in accordance with Section 3 hereof, to be held as Collateral and held shall, if received by it subject the Pledgor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Pledgor and be forthwith delivered to the Lien created by this AgreementLender or Original Lender as Collateral in the same form as so received (with any necessary endorsement or assignment).

Rights of Pledgor. Unless an Event of Default shall have occurred and be continuing: (a) Subject to the Letter Agreement, Pledgor 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 of this Agreement and the Intercreditor Agreement. Pledgor shall not in any event exercise or refrain from exercising such right in a manner which would (or take or omit to take any other action which would) authorize or effect (i) the dissolution or liquidation, in whole or in part, of the CompanyLLC, (ii) the consolidation or merger of the Company LLC with any corporation or other entity unless the party to such merger or consolidation agrees to assume the obligations hereunder and under the Intercreditor Agreement, (iii) the sale, disposition or encumbrance of any asset of the CompanyLLC, except in the ordinary course of business consistent with past practice or as permitted by the Intercreditor Agreement, (iv) any change in the authorized number of shares, the stated capital or the authorized share capital membership interests of the CompanyLLC, or the issuance of any additional capital shares membership interests of the Company LLC unless such Additional Shares are pledged to IPG to the extent required herein, or (v) the alteration of the voting rights with respect to the shares of the CompanyLLC. (b) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and cash distributions (except cash dividends paid or payable in respect of the total or partial liquidation of an issuer) paid on the Pledged Shares. All stock dividends and all distributions (other than cash distributions governed by the immediately preceding sentence) in respect of any of the Collateral, whenever paid or made after the payment in full of the Senior Obligations, shall be delivered to IPG and held by it subject to the Lien created by this Agreement.