Common use of Exempt Sales Transactions Clause in Contracts

Exempt Sales Transactions. The Pledgor recognizes that, by reason of the requirements described in subsection (d) above and certain prohibitions contained in the Securities Act and applicable state securities laws, the Administrative Agent may, at its option, elect not to require the Pledgor to register the offering or sale of all or any part of the Pledged Capital Stock under the provisions of the Securities Act and may therefore be compelled, with respect to any sale of all or any part of the Pledged Capital Stock, to limit purchasers to those who will 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. The Pledgor acknowledges and agrees that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and notwithstanding such circumstances, agrees that any such sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay the sale of any of the Pledged Capital Stock for the period of time necessary to permit the Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor would agree to do so. If the Administrative Agent determines to exercise its right to sell any or all of the Pledged Capital Stock, upon written request, the Pledgor shall and shall cause each of the Pledged Subsidiaries to, from time to time, furnish to the Administrative Agent all such information as the Administrative Agent may request in order to determine the number of shares and other instruments included in the Pledged Capital Stock which may be sold by the Administrative Agent as exempt transactions under the Securities Act and rules of the SEC thereunder, as the same are from time to time in effect.

Exempt Sales Transactions. The Pledgor recognizes that, by reason of the requirements described in subsection (d) above and certain prohibitions provisions contained in the Securities Act of 1933, as from time to time amended (the "Securities Act") and applicable state securities laws, the Administrative Agent may, at its option, elect not to require the Pledgor to register the offering or sale of all or any part of the Pledged Capital Stock under the provisions of the Securities Act and Pledgee may therefore be compelled, with respect to any sale of all or any part of the Pledged Capital StockShares, to limit purchasers to those who will 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. The Pledgor acknowledges and agrees that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and notwithstanding such circumstances, agrees that any such sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent Pledgee shall be under no obligation to delay the sale of any of the Pledged Capital Stock Shares for the period of time necessary to permit the Pledgor to register such securities for public sale under the Securities Act, or under applicable state or foreign government securities laws, even if the Pledgor would agree to do so. If the Administrative Agent Pledgee determines to exercise its right to sell any or all of the Pledged Capital StockShares, upon written request, the Pledgor shall and shall cause each of the Pledged Subsidiaries Companies to, from time to time, furnish to the Administrative Agent Pledgee all such information as the Administrative Agent Pledgee may request in order to determine the number of shares and other instruments included in the Pledged Capital Stock Shares which may be sold by the Administrative Agent Pledgee as exempt transactions under the Securities Act and rules of the SEC thereunder, as the same are from time to time in effect.

Exempt Sales Transactions. The Pledgor recognizes that, by reason of the requirements described in subsection (d) above and certain prohibitions contained in the Securities Act of 1933, as from time to time amended (the “Securities Act”) and applicable state securities laws, the Administrative Agent may, at its option, elect not to require the Pledgor to register the offering or sale of all or any part of the Pledged Capital Stock under the provisions of the Securities Act and Pledgee may therefore be compelled, with respect to any sale of all or any part of the Pledged Capital Stock, to limit purchasers to those who will 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. The Pledgor acknowledges and agrees that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and notwithstanding such circumstances, agrees that any such sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent Pledgee shall be under no obligation to delay the sale of any of the Pledged Capital Stock for the period of time necessary to permit the Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor would agree to do so. If the Administrative Agent Pledgee determines to exercise its right to sell any or all of the Pledged Capital Stock, upon written request, the Pledgor shall and shall cause each of the Pledged Subsidiaries to, from time to time, furnish to the Administrative Agent Pledgee all such information as the Administrative Agent Pledgee may request in order to determine the number of shares and other instruments included in the Pledged Capital Stock which may be sold by the Administrative Agent Pledgee as exempt transactions under the Securities Act and rules of the SEC thereunder, as the same are from time to time in effect.

Exempt Sales Transactions. The Pledgor recognizes that, in the event that any of the Pledged Membership Interests become securities, by reason of the requirements described in subsection (d) above and certain prohibitions provisions contained in the Securities Act of 1933, as from time to time amended (the "Securities Act") and applicable state securities laws, the Administrative Agent may, at its option, elect not to require the Pledgor to register the offering or sale of all or any part of the Pledged Capital Stock under the provisions of the Securities Act and Pledgee may therefore be compelled, with respect to any sale of all or any part of the Pledged Capital StockMembership Interests, to limit purchasers to those who will 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. The Pledgor acknowledges and agrees that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and notwithstanding such circumstances, agrees that any such sale shall PAGE 13 - EXHIBIT 1.36 - PLEDGE AGREEMENT EXHIBIT 1.36 be deemed to have been made in a commercially reasonable manner. The Administrative Agent Pledgee shall be under no obligation to delay the sale of any of the Pledged Capital Stock Membership Interests for the period of time necessary to permit the Pledgor to register such securities for public sale under the Securities Act, or under applicable state or foreign government securities laws, even if the Pledgor would agree to do so. If the Administrative Agent Pledgee determines to exercise its right to sell any or all of the Pledged Capital StockMembership Interests, upon written request, the Pledgor shall and shall cause each of the Pledged Subsidiaries [HOLDCO/NEWCO] to, from time to time, furnish to the Administrative Agent Pledgee all such information as the Administrative Agent Pledgee may request in order to determine the number of shares and other instruments included in the Pledged Capital Stock Membership Interests which may be sold by the Administrative Agent Pledgee as exempt transactions under the Securities Act and rules of the SEC thereunder, as the same are from time to time in effect.

Exempt Sales Transactions. The Pledgor recognizes that, by reason of the requirements described in subsection (d) above and certain prohibitions contained in the Securities Act and applicable state securities laws, the Administrative Agent may, at its option, elect not to require the Pledgor to register the offering or sale of all or any part of the Pledged Capital Stock under the provisions of the Securities Act and may therefore be compelled, with respect to any sale of all or any part of the Pledged Capital Stock, to limit purchasers to those who will 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. The Pledgor acknowledges and agrees that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and notwithstanding such circumstances, agrees that any such sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay the sale of any of the Pledged Capital Stock for the period of time necessary to permit the Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor would agree to do so. If the Administrative Agent determines to exercise its right to sell any or all of the Pledged Capital Stock, upon written request, the Pledgor shall and shall cause each of the Pledged Subsidiaries to, from time to time, furnish to the Administrative Agent all such information as the Administrative Agent may request in order to determine the number of shares and other instruments included in the Pledged Capital Stock which may be sold by the Form of Borrower Pledge Agreement Administrative Agent as exempt transactions under the Securities Act and rules of the SEC thereunder, as the same are from time to time in effect.

Exempt Sales Transactions. The Pledgor recognizes that, by reason of the requirements described in subsection (d) above and certain prohibitions contained in the Securities Act of 1933, as from time to time amended (the “Securities Act”) and applicable state securities laws, the Administrative Agent Pledgee may, at its option, elect not to require the Pledgor to register the offering or sale of all or any part of the Pledged Capital Stock under the provisions of the Securities Act and may therefore be compelled, with respect to any sale of all or any part of the Pledged Capital Stock, to limit purchasers to those who will 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. The Pledgor acknowledges and agrees that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and notwithstanding such circumstances, agrees that any such sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent Pledgee shall be under no obligation to delay the sale of any of the Pledged Capital Stock for the period of time necessary to permit the Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor would agree to do so. If the Administrative Agent Pledgee determines to exercise its right to sell any or all of the Pledged Capital Stock, upon written request, the Pledgor shall and shall cause each of the Pledged Subsidiaries to, from time to time, furnish to the Administrative Agent Pledgee all such information as the Administrative Agent Pledgee may request in order to determine the number of shares and other instruments included in the Pledged Capital Stock which may be sold by the Administrative Agent Pledgee as exempt transactions under the Securities Act and rules of the SEC thereunder, as the same are from time to time in effect.