Common use of Impact of Regulations Clause in Contracts

Impact of Regulations. Pledgor acknowledges that compliance with the Securities Act of 1933 and the rules and regulations thereunder and any relevant state securities laws and other applicable laws may impose limitations on the right of the Company to sell or otherwise dispose of securities included in the Pledged Collateral. For this reason, Pledgor hereby authorizes the Company to sell any securities included in the Pledged Collateral in such manner and to such persons as would, in the judgment of the Company, help to ensure that the transfer of such securities will be given prompt and effective approval by any relevant regulatory authorities and will not require any of the securities to be registered or qualified under any applicable securities laws. Pledgor understands that a sale under the foregoing circumstances may yield a substantially lower price for such Pledged Collateral than would otherwise be obtainable if the same were registered and sold in the open market, and Pledgor shall not attempt to hold the Company responsible for selling any of the Pledged Collateral at an inadequate price even if the Company accepts the first offer received or if only one possible purchaser appears or bids at any such sale. If the Company shall sell any securities included in the Pledged Collateral at such sale, the Company shall have the right to rely upon the advice and opinion of any qualified appraiser or investment banker as to the commercially reasonable price obtainable on the sale thereof but shall not be obligated to obtain such advice or opinion. Pledgor hereby assigns to the Company any registration rights or similar rights Pledgor may have from time to time with respect to any of the Pledged Collateral.

Appears in 5 contracts

Samples: Pledge Agreement (Royal Precision Inc), Pledge Agreement (Royal Precision Inc), Pledge Agreement (Royal Precision Inc)

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Impact of Regulations. Pledgor acknowledges that compliance with the Securities Act of 1933 and the rules and regulations thereunder and any relevant state securities laws and other applicable laws may impose limitations on the right of the Company Creditor to sell or otherwise dispose of securities included in the Pledged Collateral. For this reason, Pledgor hereby authorizes the Company Creditor to sell any securities included in the Pledged Collateral in such manner and to such persons as would, in the judgment of the CompanyCreditor, help to ensure that the transfer of such securities will be given prompt and effective approval by any relevant regulatory authorities and will not require any of the securities to be registered or qualified under any applicable securities laws. Pledgor understands that a sale under the foregoing circumstances may yield a substantially lower price for such Pledged Collateral than would otherwise be obtainable if the same were registered and sold in the open market, and Pledgor shall not attempt to hold the Company Creditor responsible for selling any of the Pledged Collateral at an inadequate price even if the Company Creditor accepts the first offer received or if only one possible purchaser appears or bids at any such sale. If the Company Creditor shall sell any securities included in the Pledged Collateral at such sale, the Company Creditor shall have the right to rely upon the advice and opinion of any qualified appraiser or investment banker as to the commercially reasonable price obtainable on the sale thereof but shall not be obligated to obtain such advice or opinion. Pledgor hereby assigns to the Company Creditor any registration rights or similar rights Pledgor may have from time to time with respect to any of the Pledged Collateral.

Appears in 2 contracts

Samples: Pledge Agreement (Adcare Health Systems Inc), Pledge Agreement (Ensign Group, Inc)

Impact of Regulations. Pledgor Each Grantor hereby acknowledges and confirms that compliance with Secured Party may be unable to effect a public sale of any or all of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933 1933, as amended, and the rules and regulations thereunder and any relevant applicable state securities laws and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obligated to agree, among other applicable laws may impose limitations on the right things, to acquire any shares of the Company Collateral for their own respective accounts for investment and not with a view to sell distribution or otherwise dispose of securities included resale thereof. Each Grantor further acknowledges and confirms that any such private sale may result in prices or other terms less favorable to the Pledged Collateral. For this reasonseller than if such sale were a public sale and, Pledgor hereby authorizes notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner, and Secured Party shall be under no obligation to take any steps in order to permit the Company to sell any securities included in the Pledged Collateral in such manner and to such persons as would, in the judgment of the Company, help to ensure that the transfer of such securities will be given prompt and effective approval by any relevant regulatory authorities and will not require any of the securities to be registered or qualified under any applicable securities lawssold at a public sale. Pledgor understands that a sale under the foregoing circumstances may yield a substantially lower price for such Pledged Collateral than would otherwise be obtainable if the same were registered and sold in the open market, and Pledgor No Grantor shall not attempt to hold the Company Secured Party responsible for selling any of the Pledged Collateral at an inadequate price even if the Company Secured Party accepts the first offer received or if only one possible purchaser appears or bids at any such sale. Secured Party shall be under no obligation to delay a sale of any of the Collateral for any period of time necessary to permit any issuer thereof to register such Collateral for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws. If the Company Secured Party shall sell any securities included in the Pledged Collateral at such a private sale, the Company Secured Party shall have the right to rely upon the advice and opinion of any qualified appraiser or investment banker as to the commercially reasonable price obtainable on the sale thereof but shall not be obligated to obtain such advice or opinion. Pledgor hereby assigns to the Company any registration rights or similar rights Pledgor may have from time to time with respect to any of the Pledged Collateral.

Appears in 1 contract

Samples: Security and Pledge Agreement (HC Government Realty Trust, Inc.)

Impact of Regulations. Pledgor acknowledges that compliance with the Securities Act of 1933 and the rules and regulations thereunder and any relevant state securities laws and other applicable laws may impose limitations on the right of the Company Creditor to sell or otherwise dispose of securities included in the Pledged Collateral. For this reason, Pledgor hereby authorizes the Company Creditor to sell any securities included in the Pledged Collateral in such manner and to such persons as would, in the judgment of the CompanyCreditor, help to ensure that the transfer of such securities will be given prompt and effective approval by any relevant regulatory authorities and will not require any of the securities to be registered or qualified under any applicable securities laws. Pledgor understands that a sale under the foregoing circumstances may yield a substantially lower price for such Pledged Collateral than would otherwise be obtainable if the same were registered and sold in the open market, and Pledgor shall not attempt to hold the Company Creditor responsible for selling any of the Pledged Collateral at an inadequate price even if the Company Creditor accepts the first offer received or if only one possible purchaser appears or bids at any such sale. If the Company Creditor shall sell any securities included in the Pledged Collateral at such sale, the Company Creditor shall have the right to rely upon the advice and opinion of any qualified appraiser or investment banker as to the commercially reasonable price obtainable on the sale thereof but shall not be obligated to obtain such advice or opinion. Pledgor hereby assigns to the Company Creditor any registration rights or similar rights Pledgor may have from time to time with respect to any of the Pledged Collateral. 14.

Appears in 1 contract

Samples: Pledge Agreement (Alterra Healthcare Corp)

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Impact of Regulations. Pledgor acknowledges that compliance with the Securities Act of 1933 and the rules and regulations thereunder and any relevant state securities laws and other applicable laws may impose limitations on the right of the Company Lender to sell or otherwise dispose of securities included in the Pledged Collateral. For this reason, Pledgor hereby authorizes the Company Lender to sell any securities included in the Pledged Collateral in such manner and to such persons as would, in the judgment of the CompanyLender, help to ensure that the transfer of such securities will be given prompt and effective approval by any relevant regulatory authorities and will not require any of the securities to be registered or qualified under any applicable securities laws. Pledgor understands that a sale under the foregoing circumstances may yield a substantially lower price for such Pledged Collateral than would otherwise be obtainable if the same were registered and sold in the open market, and Pledgor shall not attempt to hold the Company Lender responsible for selling any of the Pledged Collateral at an inadequate price even if the Company Lender accepts the first offer received or if only one possible purchaser appears or bids at any such sale. If the Company Lender shall sell any securities included in the Pledged Collateral at such sale, the Company Lender shall have the right to rely upon the advice and opinion of any qualified appraiser or investment banker as to the commercially reasonable price obtainable on the sale thereof but shall not be obligated to obtain such advice or opinion. Pledgor hereby assigns to the Company Lender any registration rights or similar rights Pledgor may have from time to time with respect to any of the Pledged Collateral. 10.

Appears in 1 contract

Samples: Option Agreement (Setech Inc /De)

Impact of Regulations. Pledgor acknowledges that compliance with the Securities Act of 1933 and the rules and regulations thereunder and any relevant state securities laws and other applicable laws may impose limitations on the right of the Company Secured Parties to sell or otherwise dispose of securities included in the Pledged Collateral. For this reason, Pledgor hereby authorizes the Company Secured Parties to sell any securities included in the Pledged Collateral in such manner and to such persons as would, in the judgment of the CompanySecured Parties, help to ensure that the transfer of such securities will be given prompt and effective approval by any relevant regulatory authorities and will not require any of the securities to be registered or qualified under any applicable securities laws. Pledgor understands that a sale under the foregoing circumstances may yield a substantially lower price for such Pledged Collateral than would otherwise be obtainable if the same were registered and sold in the open market, and Pledgor shall not attempt to hold the Company Secured Parties responsible for selling any of the Pledged Collateral at an inadequate price even if the Company Secured Parties accepts the first offer received or if only one possible purchaser appears or bids at any such sale. If the Company Secured Parties shall sell any securities included in the Pledged Collateral at such sale, the Company Secured Parties shall have the right to rely upon the advice and opinion of any qualified appraiser or investment banker as to the commercially reasonable price obtainable on the sale thereof but shall not be obligated to obtain such advice or opinion. Pledgor hereby assigns to the Company Secured Parties any registration rights or similar rights Pledgor may have from time to time with respect to any of the Pledged Collateral.

Appears in 1 contract

Samples: Security Agreement (Crown Resources Corp)

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