Common use of Certain Securities Act Limitations Clause in Contracts

Certain Securities Act Limitations. The Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Pledgee may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who will agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Pledgee than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Pledgee shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register it for public sale.

Appears in 2 contracts

Samples: Pledge Agreement (Fuelcell Energy Inc), Pledge Agreement (Fuelcell Energy Inc)

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Certain Securities Act Limitations. The Pledgor recognizes Securing Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Pledgee Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who will agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges Securing Parties acknowledge that any such private sales may be at prices and on terms less favorable to the Pledgee Secured Parties than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner (notwithstanding the method of sale) and that the Pledgee Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register it for public sale.

Appears in 2 contracts

Samples: Security Agreement (HMS Holdings Corp), Security Agreement (HMS Holdings Corp)

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