Common use of Registration of Interest Clause in Contracts

Registration of Interest. If Pledgee shall elect to exercise its right to sell or otherwise dispose of all or any part of the Collateral, and if, in the opinion of counsel to Pledgee, it is necessary for the Collateral or that portion thereof to be sold to be registered under the provisions of the Securities Act of 1933, as amended, the Georgia Securities Act, as amended, or any other State Securities law, (the “Securities Acts”), the Pledgor will use its best efforts to cause: (a) the issuer of the Collateral, its members, directors and officers, to take all action necessary to register the Collateral, or that portion thereof to be disposed of, under the provisions of the Securities Acts, at Pledgor’s expense; (b) the registration statement relating thereto to become effective and to remain so for not less than one (1) year from the date of the first public offering of the Collateral or that portion thereof so to be disposed of, and to make all amendments thereto and to the related prospectus which, in the opinion of Pledgee or its counsel, are necessary or advisable, all in conformity with the requirements of the Securities Acts and the rules and regulations of the Securities and Exchange Commission and state regulatory commissions applicable thereto; (c) the issuer of the Collateral to comply with the provisions of the “Blue-Sky Law” of any jurisdiction which Pledgee shall designate; and (d) the issuer of the Collateral to make available to its security holders, as soon as practical, an earnings statement (which need not be audited) covering a period of at least twelve (12) months but not more than eighteen (18) months, beginning with the first (1st) month after the effective date of any such registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act of 1933. Pledgor recognizes that notwithstanding the foregoing Pledgee may be unable to effect a public sale of all or a part of the Collateral and may be compelled to resort to one (1) or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor hereby acknowledges that any such private sales may be at prices and on terms less favorable to Pledgee than those of public sales but shall be deemed to have been made in a commercially reasonable manner and that Pledgee shall have no obligation to delay any such private sales of any Collateral to permit the issuer thereof to register it for public sale under the Securities Acts.