Common use of Effect of Securities Laws Clause in Contracts

Effect of Securities Laws. Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the applicable issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer would agree to do so.

Appears in 9 contracts

Samples: Security Agreement, Security Agreement (Rimini Street, Inc.), Security Agreement (Global Eagle Entertainment Inc.)

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Effect of Securities Laws. Each Grantor recognizes that the Administrative Collateral Agent may be unable to effect a public sale of any or all of the Pledged Collateral Equity Interests or Pledged Debt Securities by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Collateral Equity Interests or the Pledged Debt Securities for the period of time necessary to permit the applicable issuer Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer the Issuer would agree to do so.

Appears in 5 contracts

Samples: Pledge and Security Agreement (Alpha Metallurgical Resources, Inc.), Pledge and Security Agreement (Contura Energy, Inc.), Control Agreement (Contura Energy, Inc.)

Effect of Securities Laws. Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all of the Pledged Collateral Equity Interests or the Pledged Debt Securities by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral Equity Interests or the Pledged Debt Securities for the period of time necessary to permit the applicable issuer Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer Issuer would agree to do so.

Appears in 4 contracts

Samples: Credit and Guaranty Agreement (Karyopharm Therapeutics Inc.), Intercreditor Agreement (Karyopharm Therapeutics Inc.), Credit Agreement (Affinion Group, Inc.)

Effect of Securities Laws. Each Grantor recognizes that the Administrative Collateral Agent may be unable to effect a public sale of any or all of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the applicable issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer would agree to do so.

Appears in 4 contracts

Samples: Security Agreement (Avantor, Inc.), Security Agreement (Global Eagle Entertainment Inc.), Securities Purchase Agreement (Global Eagle Entertainment Inc.)

Effect of Securities Laws. Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all of the Pledged Collateral Equity Interests by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral Equity Interests for the period of time necessary to permit the applicable issuer Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer Issuer would agree to do so.

Appears in 2 contracts

Samples: Security Agreement (Enbridge Energy Partners Lp), Security Agreement (Midcoast Energy Partners, L.P.)

Effect of Securities Laws. Each Grantor Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all of the Pledged Collateral Equity Interests by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral Equity Interests for the period of time necessary to permit the applicable issuer thereof Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer the Borrower would agree to do so.

Appears in 2 contracts

Samples: Pledge Agreement (Liberty Global PLC), Assignment and Assumption (Liberty Global PLC)

Effect of Securities Laws. Each Grantor Pledgor recognizes that the Administrative Agent Secured Party may be unable to effect a public sale of any or all of the Pledged Collateral Equity Interests by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent Secured Party shall be under no obligation to delay a sale of any of the Pledged Collateral Equity Interests for the period of time necessary to permit the applicable issuer Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer Issuer would agree to do so.

Appears in 2 contracts

Samples: Guaranty Agreement (Healthpeak Properties, Inc.), Limited Liability Company Agreement (Hcp, Inc.)

Effect of Securities Laws. Each Grantor Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all of the Pledged Securities Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Securities Collateral for the period of time necessary to permit the applicable issuer thereof Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer the Borrower would agree to do so.

Appears in 2 contracts

Samples: Pledge Agreement (Liberty Global PLC), Assignment and Assumption (Liberty Global PLC)

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Effect of Securities Laws. Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the applicable issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer would agree to do so. Section 4.05.

Appears in 1 contract

Samples: Security Agreement

Effect of Securities Laws. Each Grantor recognizes that the Administrative Collateral Agent may be unable to effect a public sale of any or all of the Pledged Collateral Securities by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Collateral Securities for the period of time necessary to permit the applicable issuer Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer Issuer would agree to do so.

Appears in 1 contract

Samples: Pledge and Security Agreement (Ares Commercial Real Estate Corp)

Effect of Securities Laws. Each The Grantor recognizes that the Administrative Collateral Agent may be unable to effect a public sale of any or all of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each The Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the applicable issuer thereof Grantor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer the Grantor would agree to do so.

Appears in 1 contract

Samples: Pledge and Security Agreement (Dayton Power & Light Co)

Effect of Securities Laws. Each Grantor The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all of the Pledged Collateral Stock by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral Stock for the period of time necessary to permit the applicable issuer Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer the Issuer would agree to do so.

Appears in 1 contract

Samples: Pledge Agreement (Peabody Energy Corp)

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