Common use of Registration Rights; Private Sales Clause in Contracts

Registration Rights; Private Sales. (a) The Pledgors recognize that the Administrative Agent may be unable to effect a public sale of any or all the 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. The Pledgors acknowledge and agree 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, agree 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 Collateral for the period of time necessary to permit the applicable Issuer or Partnership/LLC to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership/LLC would agree to do so. (b) The Pledgors further agree to use their commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this Section 12 valid and binding and in compliance with any and all other Applicable Law. The Pledgors further agree that a breach of any of the covenants contained in this Section 12 will cause irreparable injury to the Administrative Agent and the Secured Parties not compensable in damages, that the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 12 shall be specifically enforceable against the Pledgors, and the Pledgors hereby waive and agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

Registration Rights; Private Sales. (a) The Pledgors recognize that the Administrative Agent may be unable to effect a public sale of any or all the 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. The Pledgors acknowledge and agree 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, agree 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 Collateral for the period of time necessary to permit the applicable Issuer or Partnership/LLC to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership/LLC would agree to do so. (b) The Pledgors further agree to use their commercially reasonable best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this Section 12 valid and binding and in compliance with any and all other Applicable Law. The Pledgors further agree that a breach of any of the covenants contained in this Section 12 will cause irreparable injury to the Administrative Agent and the Secured Parties Lenders not compensable in damages, that the Administrative Agent and the Secured Parties Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 12 shall be specifically enforceable against the Pledgors, and the Pledgors hereby waive and agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

Registration Rights; Private Sales. (a) The Pledgors recognize Company recognizes that the Administrative Collateral Agent may be unable to effect a public sale of any or all the Collateral, Pledged Equity 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 that 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. The Pledgors acknowledge Company acknowledges and agree 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, agree 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 Collateral Pledged Equity for the period of time necessary to permit the applicable Issuer or Partnership/LLC Ryerson Inc. to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership/LLC Ryerson Inc. would agree to do so. (b) The Pledgors Company further agree to use their commercially reasonable efforts agrees to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Equity pursuant to this Section 12 9 valid and binding and in compliance with any and all other Applicable applicable Requirements of Law. The Pledgors further agree that a breach Company will bear all costs and expenses of any of the covenants contained in carrying out its obligations under this Section 12 will cause irreparable injury to the Administrative Agent and the Secured Parties not compensable in damages, 9. The Company acknowledges that the Administrative Agent and the Secured Parties have there is no adequate remedy at law for failure by it to comply with the provisions of this Section 9 only and that such failure would not be adequately compensable in respect of such breach damages and, as a consequencetherefore, agrees that each and every covenant its agreements contained in this Section 12 shall 9 may be specifically enforceable against the Pledgors, and the Pledgors hereby waive and agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementenforced.

Registration Rights; Private Sales. (a) The Pledgors recognize that the Administrative Agent may be unable to effect a public sale of any or all the 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. The Pledgors acknowledge and agree 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, agree 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 Collateral for the period of time necessary to permit the applicable Issuer or Partnership/LLC to register such securities for public sale under the Securities Act, or CHAR2\0000000x0 under applicable state securities laws, even if the applicable Issuer or Partnership/LLC would agree to do so. (b) The Pledgors further agree to use their commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this Section 12 valid and binding and in compliance with any and all other Applicable Law. The Pledgors further agree that a breach of any of the covenants contained in this Section 12 will cause irreparable injury to the Administrative Agent and the Secured Parties not compensable in damages, that the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 12 shall be specifically enforceable against the Pledgors, and the Pledgors hereby waive and agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

Registration Rights; Private Sales. (a) A. The Pledgors recognize Pledgor recognizes that the Administrative Agent Secured Party may be unable to effect a public sale of any or all the Collateral, by reason of certain prohibitions contained in the Securities Act applicable Federal 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. The Pledgors acknowledge Pledgor acknowledges and agree 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, agree 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 Collateral for the period of time necessary to permit the applicable Issuer or Partnership/LLC Company to register such securities for public sale under the Securities Act, or under applicable Federal and state securities laws, even if the applicable Issuer or Partnership/LLC Company would agree to do so. (b) B. The Pledgors Pledgor further agree agrees to use their commercially reasonable its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this Section 12 10 valid and binding and in compliance with any and all other Applicable Lawapplicable law. The Pledgors Pledgor further agree agrees that a breach of any of the covenants contained in this Section 12 10 will cause irreparable injury to the Administrative Agent and the Secured Parties Party not compensable in damages, that the Administrative Agent and the Secured Parties have Party has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 12 10 shall be specifically enforceable against the PledgorsPledgor, and the Pledgors Pledgor hereby waive waives and agree agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementoccurred.

Registration Rights; Private Sales. (a) to cause such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. (b) The Pledgors recognize Parent recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged 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. The Pledgors acknowledge Parent acknowledges and agree 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, agree 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 Collateral Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership/LLC thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership/LLC would agree to do so. (bc) The Pledgors Parent further agree agrees to use their commercially reasonable its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this Section 12 valid and binding and in compliance with any and all other Applicable applicable Requirements of Law. The Pledgors Parent further agree agrees that a breach of any of the covenants contained in this Section 12 will cause irreparable injury to the Administrative Agent and the Secured Parties not compensable in damagesLenders, that the Administrative Agent and the Secured Parties Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 12 9 shall be specifically enforceable against the PledgorsParent, and the Pledgors Parent hereby waive waives and agree agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

Registration Rights; Private Sales. (a) The Pledgors recognize that the Administrative Agent may be unable to effect a public sale of any or all the 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. The Pledgors acknowledge and agree 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, agree 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 Collateral for the period of time necessary to permit the applicable Issuer or Partnership/LLC to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership/LLC would agree to do so. (b) . The Pledgors further agree to use their commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral CHAR2\1570214v4 pursuant to this Section 12 valid and binding and in compliance with any and all other Applicable Law. The Pledgors further agree that a breach of any of the covenants contained in this Section 12 will cause irreparable injury to the Administrative Agent and the Secured Parties not compensable in damages, that the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 12 shall be specifically enforceable against the Pledgors, and the Pledgors hereby waive and agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

Registration Rights; Private Sales. (a) The Pledgors recognize that the Administrative Agent may be unable to effect a public sale of any or all the 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. The Pledgors acknowledge and agree 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, agree 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 Collateral for the period of time necessary to permit the applicable Issuer or Partnership/LLC to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership/LLC would agree to do so. (b) The Pledgors further agree to use their commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this Section 12 valid and binding and in compliance with any and all other Applicable Law. The Pledgors further agree that a breach of any of the covenants contained in this Section 12 will cause irreparable injury to the Administrative Agent and the Secured Parties Lenders not compensable in damages, that the Administrative Agent and the Secured Parties Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 12 shall be specifically enforceable against the Pledgors, and the Pledgors hereby waive and agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

Registration Rights; Private Sales. (a) The Pledgors recognize Borrower recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged 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. The Pledgors acknowledge Borrower acknowledges and agree agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent than if such sale were a public sale and, notwithstanding such circumstances, agree 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 Collateral Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership/LLC Issuers to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership/LLC Issuers would agree to do so. (b) The Pledgors Borrower further agree agrees to use their commercially its reasonable efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this Section 12 Pledge Agreement valid and binding and in compliance with any and all other Applicable applicable Requirements of Law. The Pledgors Borrower further agree agrees that a breach of any of the covenants contained in this Section 12 will cause irreparable injury to the Administrative Agent Agent, the Lenders and the Secured Parties not compensable in damagesIssuing Lender, that the Administrative Agent Agent, the Lenders and the Secured Parties Issuing Lender have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 12 shall be specifically enforceable against the PledgorsBorrower, and the Pledgors Borrower hereby waive waives and agree agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

Registration Rights; Private Sales. (a) The Pledgors recognize Pledgor recognizes that the Administrative Agent Bank may be unable to effect a public sale of any or all the CollateralPledged Stock, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (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. The Pledgors acknowledge Pledgor acknowledges and agree 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, agree agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent Bank shall be under no obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable any Issuer or Partnership/LLC to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership/LLC would agree to do so. (b) The Pledgors Pledgor further agree agrees to use their commercially reasonable its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this Section 12 paragraph 9 valid and binding and in compliance with any and all other Applicable applicable Requirements of Law. The Pledgors Pledgor further agree agrees that a breach of any of the covenants contained in this Section 12 paragraph 9 will cause irreparable injury to the Administrative Agent and the Secured Parties not compensable in damagesBank, that the Administrative Agent and the Secured Parties have Bank has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 12 paragraph 9 shall be specifically enforceable against the PledgorsPledgor, and the Pledgors Pledgor hereby waive waives and agree agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementcovenants.

Registration Rights; Private Sales. (a) The Pledgors recognize Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged 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. The Pledgors acknowledge Pledgor acknowledges and agree 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, agree 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 Collateral Pledged Stock for the period of time necessary to permit the applicable any Issuer or Partnership/LLC to register such securities for public sale under the Securities Act, or under applicable state or other securities laws, even if the applicable such Issuer or Partnership/LLC would agree to do so. (b) The Pledgors Pledgor further agree agrees to use their commercially reasonable its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this Section 12 9 valid and binding and in compliance with any and all other Applicable applicable Requirements of Law. The Pledgors Pledgor further agree agrees that a breach of any of the covenants contained in this Section 12 9 will cause irreparable injury to the Administrative Agent and the Secured Parties not compensable in damagesBanks, that the Administrative Agent and the Secured Parties Banks have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 12 9 shall be specifically enforceable against the PledgorsPledgor, and the Pledgors Pledgor hereby waive waives and agree agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementcovenants.