Common use of Disposition of Transferred Shares Clause in Contracts

Disposition of Transferred Shares. (a) Following completion of a Share Transfer, the Securities Agent shall at the direction of the Trustee given pursuant to the Securities Agency Agreement sell the Transferred Shares for cash or other consideration in one or more transactions pursuant to the written instructions of the Trustee and in a manner consistent with applicable law. Without the express written consent of the Trustee, the Securities Agent shall not sell or otherwise transfer, or place or permit any Encumbrance on, the Transferred Shares. (b) All Sale Proceeds shall be remitted by the Securities Agent forthwith to the Trustee until the Trustee shall have received at its offices in New York, New York an aggregate amount equal to all amounts certified by the Trustee as owed with respect to the Obligations. Upon receipt by the Securities Agent of a written certification from the Trustee that the Trustee has received Sale Proceeds from the sales of Transferred Shares in accordance with this Agreement in an aggregate amount sufficient to have satisfied in full all of the Obligations, the Securities Agent shall (i) remit any remaining Sale Proceeds to the Shareholders, as they shall jointly direct and (ii) if applicable, instruct the Nominee to transfer ownership of any remaining Shares to the Shareholders, as they shall jointly direct. (c) If so directed in writing by the Trustee, the Securities Agent shall acquire Transferred Shares for the account of the Trustee, or its assigns, pursuant to the exercise of the set-off rights provided for in Section 7(g). The Securities Agent shall not otherwise exercise such rights under this Agreement or otherwise arising in favor of the Securities Agent.

Disposition of Transferred Shares. (a) Following completion of a Share Transfer, the Securities Agent shall shall, at the direction of the Trustee Collateral Agent given pursuant to the Securities Agency Agreement Agreement, sell the Transferred Shares for cash or other consideration in one or more transactions pursuant to the written instructions of the Trustee Collateral Agent and in a manner consistent with applicable law. Without the express written consent of the TrusteeCollateral Agent, the Securities Agent shall not sell or otherwise transfer, or place or permit any Encumbrance on, the Transferred Shares. (b) All Sale Sales Proceeds shall be remitted by the Securities Agent forthwith to the Trustee Collateral Agent until the Trustee Collateral Agent shall have received at its offices in New York, New York an aggregate amount equal to all amounts certified by the Trustee Collateral Agent as owed with respect to the ObligationsSecured Obligations (as defined in the Securities Agency Agreement). Upon receipt by the Securities Agent of a written certification from the Trustee Collateral Agent that the Trustee Collateral Agent has received Sale the Sales Proceeds from the sales of Transferred Shares in accordance with this Agreement in an aggregate amount sufficient to have satisfied in full all of the Secured Obligations, the Securities Agent shall (i) remit any remaining Sale Sales Proceeds to the Shareholders, as they shall jointly direct direct, and (ii) if applicable, instruct the Nominee to transfer ownership of any remaining Shares to the Shareholders, as they shall jointly direct. (c) If so directed in writing by the TrusteeCollateral Agent, the Securities Agent shall acquire Transferred Shares for the account of the TrusteeCollateral Agent, or its assigns, pursuant to the exercise of the set-off rights provided for in Section 7(g7.1(i). The Securities Agent shall not otherwise exercise such rights under this Agreement or otherwise arising in favor of the Securities Agent.