Common use of Disposition of Pledged Stock Clause in Contracts

Disposition of Pledged Stock. At any time after the occurrence of an Event of Default, as defined in the Loan Agreement between Borrower and the Bank pursuant to which the Loan is being made (an "Event of Default"), the Bank shall have the right to request and Lennox agrees to use its best efforts to perform one of the following: (a) within sixty (60) days of such demand, procure a ready and willing buyer for the Pledged Stock at the Value (as defined in the Loan Agreement) of such shares; (b) within thirty (30) days of such demand, purchase from the Bank the Pledged Stock at the Value of such shares; or (c) if, at the time of an Event of Default, Lennox common stock is listed for trading on a stock exchange or other recognized securities market and has an average daily trading volume of 25,000 shares, then as soon as practicable, but within one hundred eighty (180) days of such demand, register the Pledged Stock pursuant to the Securities Act of 1933; provided that (i) Lennox shall have the option to perform under clause (a), (b) or (c) above so long as performance is completed within the number of days specified (during which time interest shall continue to accrue on the Note at the Default Rate (as defined in the Note), and (ii) neither the buyer under clause (a) above nor Lennox under clause (b) above shall be required to purchase Pledged Stock in excess of the number of shares pledged to secure the Note and required to pay Bank an amount equal to the aggregate amount of the then outstanding indebtedness secured by the Pledged Stock. Notwithstanding anything else to the contrary herein, Lennox shall not be required to take any action pursuant to this Agreement that would cause Lennox to be in default under (i) the Revolving Credit Agreement dated as of December 4, 1991, as amended, among Lennox, the banks named on the signature pages thereof, and The Northern Trust Company, as Agent, or (ii) any note purchase agreements entered into in December 1991, December 1993, and July 1995, between Lennox and various note purchasers, as in effect on the date hereof, where the outstanding amount of a long term note issued thereunder exceeds $5,000,000. If an Event of Default shall occur, the Bank shall also have the right, subject to the conditions set forth in Paragraph 1 hereof, to procure a buyer for the Pledged Stock; provided that the Bank shall first offer the shares of the Pledged Stock to Lennox, whether or not the aggregate Value of the Pledged Stock shall be sufficient to pay in full all then outstanding indebtedness secured by the Pledged Stock; and provided, further, that Bank's obligation to make such offer shall terminate in the event Lennox fails to exercise its right of first refusal by paying Bank the Value of the Pledged Stock in cash within thirty (30) days of such offer.

Disposition of Pledged Stock. (a) At any time after the occurrence of an Event any event of Default, as defined in default under any of the Loan Agreement between Borrower and the Bank pursuant to which the Loan is being made Documents (an "Event of Default"), the Bank shall have the right to request and Lennox agrees to use its best efforts to perform one of the following: (a) within sixty ninety (6090) days of such demand, procure a ready and willing buyer for the Pledged Stock at the their Value (as such term is defined in the Loan Agreement) of such sharesbelow; (b) within thirty ninety (3090 ) days of such demand, purchase from the Bank the Pledged Stock at the their Value of such shares; or (c) ifwith written consent of the Bank as to this option, at the time of an Event of Default, Lennox common stock is listed for trading on a stock exchange or other recognized securities market and has an average daily trading volume of 25,000 shares, then as soon as practicable, but within one hundred eighty (180) days of such demand, register the Pledged Stock pursuant to the Securities Act of 1933; provided that (i) Lennox shall have the option to perform under clause (a), (b) or (c) above so long as performance is completed within the number of days time specified (during which time interest shall continue to accrue on the Note at the Default Rate default rate (as defined in the NoteLoan Documents), and (ii) neither the buyer under clause (a) above nor Lennox under clause (b) above shall be required to purchase Pledged Stock in excess of the number of shares pledged to secure the Note and required to pay the Bank an amount equal to the aggregate amount of the then outstanding indebtedness secured by the Pledged Stock, as at the time of purchase. Notwithstanding anything else to the contrary herein, Lennox shall not be required to take any action pursuant to this Agreement that would cause Lennox to be in default under (i) the Revolving Credit Agreement dated as of December 4, 1991, as amended, among Lennox, the banks named on the signature pages thereof, and The Northern Trust Company, as Agent, or (ii) any note purchase agreements entered into in December 1991, December 1993, July 1995 and July 1995April 1998, between Lennox and various note purchasers, as in effect on the date hereof, where the outstanding amount of a long term note issued thereunder exceeds $5,000,000. 3,000,000; provided, however, that Lennox and Borrower agree that they will provide the Bank with a letter from the Chief Executive Officer, Chief Financial Officer or General Counsel as of the date of this Agreement and, thereafter, on a quarterly basis, certifying that Lennox is not in default under any of the documents referred to in this sentence and that there is no default occurring therein relating to this Agreement as of the date of any such request by the Bank and failure by Borrower and Lennox to provide such a letter shall be an Event of Default under the Bank's Loan Documents and an Event of Default for purposes of the defined term used herein. (b) If an Event of Default shall occur, the Bank shall also have the right, subject to the conditions set forth in Paragraph 1 hereof, to procure a buyer for the Pledged Stock; provided that the Bank shall first offer the shares of the Pledged Stock to Lennox, whether or not the aggregate Value of the Pledged Stock shall be sufficient to pay in full all then outstanding indebtedness secured by the Pledged Stock; and provided, further, that the Bank's obligation to make such offer shall terminate in the event Lennox fails to exercise its right of first refusal by paying the Bank the Value of the Pledged Stock in cash within thirty (30) days of such offer. (c) The "Value" of each share of the Pledged Stock shall be determined depending on whether the Pledged Stock is traded on any security exchange according to the following procedure: (i) If the Pledged Stock is not traded on any public exchange, then the Value shall mean the fair market value of a share of common stock of Lennox as most recently fixed pursuant to the process for determination of value set forth in Paragraph (d) of Article Sixteen, which shall have been determined (prior to the date of the event giving rise to the use and application of such term) by independent consultants to Lennox selected and appointed by its Board of Directors for the purpose of ascertaining the applicable market value ("Applicable Market Value"). Such independent consultants shall fix and determine the fair market value of a share of common stock of Lennox on a quarterly basis following the end of each calendar quarter. In ascertaining such value (sometimes identified as the "non-marketable minority" value), such consultants shall consider the latest available financial statements and financial information of Lennox, projections and internal information relating to Lennox prepared by its management and furnished to such consultants for the purpose of their analysis, publicly available information concerning other companies and the trading markets for certain other companies' securities and all other information such consultants believe relevant to their inquiry. The value of a share of common stock shall be discounted to reflect, as and to the extent deemed appropriate by the independent consultants, the minority nature of any individual's shareholding and the lack of a public market for the common stock and its consequent illiquidity. (ii) If the Pledged Stock is traded on any public exchange, the Value shall mean the price of a share of common stock as determined by the normal and usual method used to value common stock on the securities exchange on which the Lennox common stock may at the time be listed.

Disposition of Pledged Stock. At any time after the occurrence of an Event of Default, Default as defined in the Loan Agreement between Borrower and the Bank pursuant to which the (a "Loan is being made (an "Event of Agreement Default"), the Bank shall have the right to request demand and require Lennox agrees to use its best efforts to perform one of the following: (a) within sixty (60) days of such demand, procure a ready and willing buyer for the Pledged Stock at the Value (as defined in the Loan Agreement) of such shares; (b) within thirty (30) days of such demand, purchase from the Bank the Pledged Stock at the Value of such shares; or (c) if, if at the time of an Event of a Loan Agreement Default, Lennox Lennox's common stock is listed for trading on a stock exchange or other recognized securities market and has an average daily trading volume of 25,000 shares, then as soon as is practicable, but within one hundred eighty twenty (180120) days of such demand, register the Pledged Stock pursuant to the Securities Act of 1933; provided that (i) Lennox shall have the option to perform under clause (a), (b) or (c) above so long as performance is completed within the number of days specified (during which time interest shall continue to accrue on the Note at the Default Rate ([as defined in the Note), ]) and (ii) neither the buyer under clause (a) above nor Lennox under clause (b) above shall be required to purchase Pledged Stock in excess of the number of shares pledged to secure the Note and required to pay Bank an amount equal to the aggregate amount of the then outstanding indebtedness secured by the Pledged Stock. Notwithstanding anything else to the contrary herein, Lennox shall not be required to take any action pursuant to this Agreement that would cause Lennox to be in default under (i) the Revolving Credit Agreement dated as of December 4, 1991, as the same may have heretofore been amended or may hereafter be amended, among Lennox, the banks named on the signature pages thereof, and The Northern Trust Company, as Agent, or (ii) any note purchase agreements entered into in December 1991, December 1993, and July 1995, between Lennox and various note purchasers, as in effect on the date hereof, where the outstanding amount of a long term note issued thereunder exceeds Five Million Dollars ($5,000,0005,000,000.00). If an Event of a Loan Agreement Default shall occur, the Bank shall also have the right, subject to the conditions set forth in Paragraph 1 hereof, to procure a buyer for the Pledged Stock; provided that the Bank shall first offer the shares of the Pledged Stock to Lennox, whether or not the aggregate Value of the Pledged Stock shall be sufficient to pay in full all then outstanding indebtedness secured by the Pledged Stock; , and provided, further, that Bank's obligation to make such offer shall terminate in the event Lennox fails to exercise its right of first refusal by paying Bank the Value of the Pledged Stock in cash within thirty (30) days of such offer.