Common use of Exempt Sale Clause in Contracts

Exempt Sale. If, in the opinion of the Collateral Trustee, there is any question that a public or semipublic sale or distribution of any Pledged Collateral will violate any state or federal securities law, the Collateral Trustee in its reasonable discretion (a) may offer and sell securities privately to purchasers who will agree to take them for investment purposes and not with a view to distribution and who will agree to imposition of restrictive legends on the certificates representing the security, or (b) may sell such securities in an intrastate offering under Section 3(a)(11) of the Securities Act of 1933, as amended, and no sale so made in good faith by the Collateral Trustee shall be deemed to be not “commercially reasonable” solely because so made. Each Pledgor shall cooperate fully with the Collateral Trustee in selling or realizing upon all or any part of the Pledged Collateral.

Exempt Sale. If, in the opinion of the Collateral TrusteeAgent, there is any question that a public or semipublic sale or distribution of any Pledged Collateral will violate any state or federal securities law, the Collateral Trustee Agent in its reasonable discretion (ai) may offer and sell securities privately to purchasers who will agree to take them for investment purposes and not with a view to distribution and who will agree to the imposition of restrictive legends on the any certificates representing the security, or (bii) may sell such securities in an intrastate offering under Section 3(a)(11) of the Securities Act of 1933, as amended, and no sale so made in good faith by the Collateral Trustee Agent shall be deemed to be not “commercially reasonable” solely because so made. Each Pledgor shall cooperate fully with the Collateral Trustee Agent in all reasonable respects in selling or realizing upon all or any part of the Pledged Collateral.