Common use of Disposition of Pledged Stock Clause in Contracts

Disposition of Pledged Stock. (a) Without limiting the foregoing, in the event that the Agent elects to sell the Pledged Stock (such term including, for purposes of this Section 2.2, the Pledged Stock and all other shares of stock or securities at any time forming part of the Pledged Collateral), the Agent shall have the power and right in connection with any such sale, exercisable at its option and in its absolute discretion, to sell, assign, and deliver the whole or any part of the Pledged Stock or any additions thereto at a private or public sale for cash, on credit or for future delivery and at such price as the Agent deems to be satisfactory. Any such disposition which shall be made by private sale or other private proceeding shall be made upon not less than ten (10) days’ prior written notice to Pledgor specifying the date and time at which such disposition is to be made. Notice of any public sale shall be sufficient if it describes the Pledged Collateral to be sold in general terms, and is published at least once in The New York Times not less than ten (10) days prior to the date of sale. If The New York Times is not then being published, publication may be made in lieu thereof in any newspaper then being circulated in the City of New York, New York, as the Agent may elect. If any notice of a proposed sale or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if mailed, postage prepaid, to the Pledgor at its address set forth in Section 5.5 hereof or such other address as the Pledgor may have, in writing, provided to the Agent. The Agent may, if it deems it reasonable, postpone or adjourn any sale of any collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale. (b) Because federal and state securities laws may restrict the methods of disposition of the Pledged Stock which are readily available to the Agent, and specifically because a public sale thereof may be impossible or impracticable by reason of certain restrictions under the Securities Act or under applicable “blue sky” or other state securities laws as now or hereafter in effect, the Pledgor agrees that the Agent may from time to time attempt to sell the Pledged Stock by means of a private placement restricting the offering or sale to a limited number of prospective purchasers who meet suitability standards the Agent deems appropriate and who agree that they are purchasing for their own accounts for investment and not with a view to distribution, and the Agent’s acceptance of the highest offer obtained therefrom shall be deemed to be a commercially reasonable disposition of the Pledged Stock. To the extent permitted by law, the Agent or its assigns may purchase all or any part of the Pledged Stock and any purchaser thereof shall thereafter hold the same absolutely free from any right or claim of any kind. To the fullest extent permitted by law, the Agent shall not be obligated to make any such sale pursuant to notice and may, without notice or publication, adjourn any public or private sale by announcement at the time and place fixed for the sale, and such sale may be held at any time or place to which the same may be adjourned. If any of the Pledged Stock is sold by the Agent upon credit or for future delivery, the Agent shall not be liable for the failure of the purchaser to pay for same and, in such event, the Agent may resell such Pledged Stock and the Pledgor shall continue to be liable to the Agent for the full amount of the Obligations to the extent the Agent does not receive full and final payment in cash therefor. (c) Except as otherwise provided in the Loan Agreement or by applicable law, the Agent shall have the sole right to determine the order in which Obligations shall be deemed discharged by the application of the proceeds of Pledged Stock or any other property or money held hereunder or any amount realized thereon.

Disposition of Pledged Stock. (ab) Without limiting the foregoing, in the event The Pledgor recognizes that the Agent elects Lender may be unable to sell the Pledged Stock (such term including, for purposes effect a public sale of this Section 2.2, the Pledged Stock and any or all other shares of stock or securities at any time forming part of the Pledged Collateral), the Agent shall have the power and right in connection with any such sale, exercisable at its option and in its absolute discretion, to sell, assign, and deliver the whole or any part of the Pledged Stock or any additions thereto at a private or public sale for cash, on credit or for future delivery and at such price as the Agent deems to be satisfactory. Any such disposition which shall be made by private sale or other private proceeding shall be made upon not less than ten (10) days’ prior written notice to Pledgor specifying the date and time at which such disposition is to be made. Notice of any public sale shall be sufficient if it describes the Pledged Collateral to be sold in general terms, and is published at least once in The New York Times not less than ten (10) days prior to the date of sale. If The New York Times is not then being published, publication may be made in lieu thereof in any newspaper then being circulated in the City of New York, New York, as the Agent may elect. If any notice of a proposed sale or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if mailed, postage prepaid, to the Pledgor at its address set forth in Section 5.5 hereof or such other address as the Pledgor may have, in writing, provided to the Agent. The Agent may, if it deems it reasonable, postpone or adjourn any sale of any collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale. (b) Because federal and state securities laws may restrict the methods of disposition of the Pledged Stock which are readily available to the Agent, and specifically because a public sale thereof may be impossible or impracticable by reason of certain restrictions under prohibitions contained in the Securities Act or under and applicable “blue sky” or other state securities laws as now laws, but may be compelled to resort to one or hereafter in effect, the Pledgor agrees that the Agent may from time to time attempt to sell the Pledged Stock by means of a more private placement restricting the offering or sale sales thereof to a limited number of prospective restricted group or purchasers who meet suitability standards the Agent deems appropriate and who agree that they are purchasing will be obliged to agree, among other things, to acquire such securities for their own accounts account for investment and not with a view to distributionthe distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, and the Agent’s acceptance of the highest offer obtained therefrom notwithstanding such circumstances, agrees that any such private sale shall be deemed to be have been made in a commercially reasonable disposition manner. The Lender shall be under no obligation to delay a sale of the Pledged Stock. To the extent permitted by law, the Agent or its assigns may purchase all or any part of the Pledged Stock and any purchaser thereof shall thereafter hold the same absolutely free from any right or claim of any kind. To the fullest extent permitted by law, the Agent shall not be obligated to make any such sale pursuant to notice and may, without notice or publication, adjourn any public or private sale by announcement at the time and place fixed for the sale, and such sale may be held at any time or place to which the same may be adjourned. If any of the Pledged Stock is sold by the Agent upon credit or for future delivery, the Agent shall not be liable for the failure period of time necessary to permit the purchaser issuer of such securities to pay register such securities for same andpublic sale under the Securities Act, in such eventor under the applicable state securities laws, even if the Agent may resell such Pledged Stock and the Pledgor shall continue issuer would agree to be liable to the Agent for the full amount of the Obligations to the extent the Agent does not receive full and final payment in cash therefordo so. (c) Except The Pledgor further agrees to use such reasonable efforts to do or cause to be done all such other acts and things as otherwise provided may be reasonably requested by the Lender which are within its power and necessary to make such resale or sales of any portion or all of the Pledged Stock valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Loan Agreement or Pledgor's expense. The Pledgor further agrees that a breach of any of the covenants contained in this paragraph 11 will cause irreparable injury to the Lender, that the Lender has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this paragraph shall be specifically enforceable against the Pledgor and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. The Pledgor further acknowledges the impossibility of ascertaining the amount of damages which would be suffered by applicable lawthe Lender by reason of a breach of any of such covenants and, consequently, agrees that, if the Lender shall sue xxx damages for breach, the Agent Pledgor shall have pay, as liquidated damages and not as a penalty, an amount equal to the sole right to determine the order in which Obligations shall be deemed discharged by the application value of the proceeds of Pledged Stock or any other property or money held hereunder or any amount realized thereonon the date the Lender demands compliance with this paragraph.

Disposition of Pledged Stock. (a) Without limiting If the foregoing, in the event that the Agent elects Lender shall determine to exercise its rights to sell the Pledged Stock (such term including, for purposes of this Section 2.2, the Pledged Stock and any or all other shares of stock or securities at any time forming part of the Pledged Collateral), the Agent shall have the power and right in connection with any such sale, exercisable at its option and in its absolute discretion, to sell, assign, and deliver the whole or any part of the Pledged Stock pursuant hereto, and if in the opinion of counsel for the Lender it is necessary to have the Pledged Stock, or any additions thereto at a private or public sale for cash, on credit or for future delivery and at such price as the Agent deems that portion thereof to be satisfactory. Any such disposition which shall be made by private sale or other private proceeding shall be made upon not less than ten sold, registered under the provisions of the Securities Act of 1933, as amended (10) days’ prior written notice to the "Securities Act"), the Pledgor specifying will cause each issuer of shares included in the date and time at which such disposition is Pledged Stock contemplated to be made. Notice sold, to use its reasonable best efforts to execute and deliver, and will use its reasonable best efforts to cause the directors and officers of any public sale shall each thereof to execute and deliver, all such instruments and documents, and to do or cause to be sufficient if it describes done all such other acts and things as may be necessary or, in the opinion of the Lender, advisable to register the Pledged Collateral Stock, or that portion thereof to be sold in general termssold, under the provisions of the Securities Act and is published at least once in The New York Times not less than ten (10) days prior to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of sale. If The New York Times is not then being publishedthe first public offering of the Pledged Stock, publication may or that portion thereof to be made in lieu sold, and to make all amendments thereof in any newspaper then being circulated and/or to the related prospectus which, in the City opinion of New Yorkthe Lender, New Yorkare necessary, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to cause each such issuer to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Lender shall designate and to cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the Agent may elect. If any notice provisions of a proposed sale or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if mailed, postage prepaid, to the Pledgor at its address set forth in Section 5.5 hereof or such other address as the Pledgor may have, in writing, provided to the Agent. The Agent may, if it deems it reasonable, postpone or adjourn any sale of any collateral from time to time by an announcement at the time and place 11(a) of the sale to be so postponed or adjourned without being required to give a new notice of saleSecurities Act. (b) Because federal Act and applicable state securities laws may restrict the methods of disposition of the Pledged Stock which are readily available to the Agentlaws, and specifically because a public sale thereof but may be impossible compelled to resort to one or impracticable by reason of certain restrictions under the Securities Act or under applicable “blue sky” or other state securities laws as now or hereafter in effect, the Pledgor agrees that the Agent may from time to time attempt to sell the Pledged Stock by means of a more private placement restricting the offering or sale sales thereof to a limited number of prospective restricted group or purchasers who meet suitability standards the Agent deems appropriate and who agree that they are purchasing will be obliged to agree, among other things, to acquire such securities for their own accounts account for investment and not with a view to distributionthe distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, and the Agent’s acceptance of the highest offer obtained therefrom notwithstanding such circumstances, agrees that any such private sale shall be deemed to be have been made in a commercially reasonable disposition manner. The Lender shall be under no obligation to delay a sale of the Pledged Stock. To the extent permitted by law, the Agent or its assigns may purchase all or any part of the Pledged Stock and any purchaser thereof shall thereafter hold the same absolutely free from any right or claim of any kind. To the fullest extent permitted by law, the Agent shall not be obligated to make any such sale pursuant to notice and may, without notice or publication, adjourn any public or private sale by announcement at the time and place fixed for the sale, and such sale may be held at any time or place to which the same may be adjourned. If any of the Pledged Stock is sold by the Agent upon credit or for future delivery, the Agent shall not be liable for the failure period of time necessary to permit the purchaser issuer of such securities to pay register such securities for same andpublic sale under the Securities Act, in such eventor under the applicable state securities laws, even if the Agent may resell such Pledged Stock and the Pledgor shall continue issuer would agree to be liable to the Agent for the full amount of the Obligations to the extent the Agent does not receive full and final payment in cash therefordo so. (c) Except The Pledgor further agrees to use such reasonable efforts to do or cause to be done all such other acts and things as otherwise provided may be reasonably requested by the Lender which are within its power and necessary to make such resale or sales of any portion or all of the Pledged Stock valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Loan Agreement or Pledgor's expense. The Pledgor further agrees that a breach of any of the covenants contained in this paragraph 11 will cause irreparable injury to the Lender, that the Lender has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this paragraph shall be specifically enforceable against the Pledgor and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. The Pledgor further acknowledges the impossibility of ascertaining the amount of damages which would be suffered by applicable lawthe Lender by reason of a breach of any of such covenants and, consequently, agrees that, if the Lender shall sue xxx damages for breach, the Agent Pledgor shall have pay, as liquidated damages and not as a penalty, an amount equal to the sole right to determine the order in which Obligations shall be deemed discharged by the application value of the proceeds of Pledged Stock or any other property or money held hereunder or any amount realized thereonon the date the Lender demands compliance with this paragraph.

Disposition of Pledged Stock. (a) Without limiting the foregoing, in the event that the Agent elects to sell the Pledged Stock (such term including, for purposes of this Section 2.2, the Pledged Stock and all other shares of stock or securities at any time forming part of the Pledged Collateral), the Agent shall have the power and right in connection with any such sale, exercisable at its option and in its absolute discretion, to sell, assign, and deliver the whole or any part of the Pledged Stock or any additions thereto at a private or public sale for cash, on credit or for future delivery and at such price as the Agent deems to be satisfactory. Any such disposition which shall be made by private sale or other private proceeding shall be made upon not less than ten (10) days’ prior written notice to Pledgor specifying the date and time at which such disposition is to be made. Notice of any public sale shall be sufficient if it describes the Pledged Collateral to be sold in general terms, and is published at least once in The New York Times not less than ten (10) days prior to the date of sale. If The New York Times is not then being published, publication may be made in lieu thereof in any newspaper then being circulated in the City of New York, New York, as the Agent may elect. If any All requirements of reasonable notice of a proposed sale or other disposition of Pledged Collateral under this Section 2.2 shall be required by law, met if such notice shall be deemed reasonable and proper if is mailed, postage prepaidprepaid at least ten (10) days before the time of such sale or disposition, to the Pledgor at its address set forth in Section 5.5 hereof or such other address as the Pledgor may have, in writing, provided to the Agent. The Agent may, if it deems it reasonable, postpone or adjourn any sale of any collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale. (b) Because federal and state securities laws may restrict the methods of disposition of the Pledged Stock which are readily available to the Agent, and specifically because a public sale thereof may be impossible or impracticable by reason of certain restrictions under the Securities Act or under applicable “"blue sky” " or other state securities laws as now or hereafter in effect, the Pledgor agrees that the Agent may from time to time attempt to sell the Pledged Stock by means of a private placement restricting the offering or sale to a limited number of prospective purchasers who meet suitability standards the Agent deems appropriate and who agree that they are purchasing for their own accounts for investment and not with a view to distribution, and the Agent’s 's acceptance of the highest offer obtained therefrom shall be deemed to be a commercially reasonable disposition of the Pledged Stock. To the extent permitted by law, the Agent or its assigns may purchase all or any part of the Pledged Stock and any purchaser thereof shall thereafter hold the same absolutely free from any right or claim of any kind. To the fullest extent permitted by law, the Agent shall not be obligated to make any such sale pursuant to notice and may, without notice or publication, adjourn any public or private sale by announcement at the time and place fixed for the sale, and such sale may be held at any time or place to which the same may be adjourned. If any of the Pledged Stock is sold by the Agent upon credit or for future delivery, the Agent shall not be liable for the failure of the purchaser to pay for same and, in such event, the Agent may resell such Pledged Stock and the Pledgor shall continue to be liable to the Agent for the full amount of the Obligations to the extent the Agent does not receive full and final payment in cash therefor. (c) Except as otherwise provided in the Loan Purchase Agreement or by applicable law, the Agent shall have the sole right to determine the order in which Obligations shall be deemed discharged by the application of the proceeds of Pledged Stock or any other property or money held hereunder or any amount realized thereon.