Remedies on Event of Default. 3.1. If (a) an Event of Default (as defined in the Loan Agreement) shall occur under the Loan Agreement, or (b) Pledgor shall default in the due performance or observance of any of the covenants or agreements contained in this Agreement and such default shall continue unrememdied for a period of ten (10) business days following written notice thereof from Pledgee, (each an "Event of Deafult" under this Agreement) then, and only then, Pledgee shall have such rights and remedies with respect to the Collateral or any part thereof and the proceeds thereof as are provided by the UCC and such other rights and remedies with respect thereto which it may have at law or in equity or under this Agreement including, without limitation, to the extent not inconsistent with the provisions of the UCC or other applicable law, the right to (i) transfer into Pledgee's name or into the name of its nominee or nominees or account at a Depository Trust Company, for the benefit of Pledgee, all or any portion of the Collateral and thereafter receive all interest and cash dividends accruing and paid thereon, vote the same, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof and (ii) sell all or any portion of the Collateral at any broker's board or at public or private sale (in compliance with the terms of the UCC), each without prior notice to Pledgor or any other person, except as otherwise required by law (and if notice is required by law, after 10 business days prior written notice), at such place or places and at such time or times and in such manner and for such consideration as Pledgee may determine in its reasonable discretion, and apply the proceeds so received, first to the payment of the reasonable costs and expenses incurred by Pledgee in connection with such sale, including reasonable attorneys' fees and legal expenses, second to the repayment of the Obligations, whether on account of principal, interest, premium, or otherwise as Pledgee in its reasonable discretion may elect, and then to pay the balance, if any, to Pledgor or as otherwise required by law. If such proceeds are insufficient to pay the Obligations in full, Pledgor shall be liable for the deficiency. 3.2. Pledgor recognizes that Pledgee, after the occurrence and during the continuance of an Event of Default by Pledgor, may be unable to effect public sale of all or a portion of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not to engage in a distribution or resale thereof. Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if such Collateral were sold at public sale and that Pledgee has no obligation to delay sale of any such Collateral for the period of time necessary to permit the issuers of such Collateral, even if such issuers would agree, to register or qualify such Collateral for public sale under the Securities Act of 1933, as amended, and applicable state securities laws. Pledgor agrees that private sales made under the foregoing circumstances and in compliance with applicable Federal and state securities laws shall be deemed to have been made in a commercially reasonable manner under the UCC.
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Remedies on Event of Default. 3.18.1. If Upon an Event of Default, the Pledged GDRs shall be forfeited by the Escrow Agent for the benefit of the Lender who shall hold the same as trustee for the Lender and then deal with Pledged GDRs as per the instructions of the Lender.
8.2. In addition to the above, the Lender shall also have a right to:
(a) enforce the security interest created pursuant to the Finance Documents;
(b) exercise all the rights and remedies available to it under the Finance Documents in such manner as the Lender may deem fit without intervention of the Court and without any consent of the Borrower and/or any Person.
8.3. The Borrower agrees that at any time after an Event of Default (as defined in occurs, the Loan Agreement) Lender shall occur have the right, without prejudice to its other rights under the Loan Agreement, or (b) Pledgor shall default in the due performance or observance of any of the covenants or agreements contained in this Agreement and such default shall continue unrememdied for a period of ten the other Finance Documents and/or under any Applicable Law, in its discretion to exercise all the rights, powers and remedies vested in it (10) business days following written notice thereof from Pledgee, (each an "Event of Deafult" under whether vested in it by or pursuant to this Agreement, the other Finance Documents or by any Applicable Law) thenfor the protection, perfection and enforcement of its rights in respect of the Security, and only then, Pledgee the Lender shall have such rights and remedies with respect to the Collateral or any part thereof and the proceeds thereof as are provided by the UCC and such other rights and remedies with respect thereto which it may have at law or in equity or under this Agreement includingbe entitled, without limitation, to exercise the extent not inconsistent with rights set out below:
(a) to give suitable instructions to the provisions of Escrow Agent such that the UCC Pledged GDRs are released and handed over to the Lender;
(b) to transfer or other applicable law, the right to (i) transfer into Pledgee's name or into register in the name of its nominee or nominees or account at a Depository Trust Companynominees, for the benefit of Pledgeeas it shall deem fit, all or any portion of the Collateral and thereafter Pledged GDRs, at the cost of the Borrower;
(c) to receive all interest and cash dividends accruing and paid thereon, vote the same, give all consents, waivers and ratifications amounts payable in respect of the Security;
(d) to receive cash proceeds and/or to sell the non-cash Security (or any part thereof), without the intervention of the court or other judicial authority and/or Governmental Authority, at public or private sale or on any securities exchange for cash, or transfer or procure registration in the name of the Escrow Agent, or any of its nominees at the cost of the Borrower, as the Escrow Agent may deem commercially reasonable and apply the proceeds thereof and otherwise act towards payment of the Obligations, provided that the Escrow Agent shall not be obliged to make any sale of any Security relating to Pledged GDRs if it desires not to do so, regardless of the fact that notice of sale may have been given;
(e) to take all such actions including vote all or any part of the Pledged GDRs (whether or not transferred in the name of the Escrow Agent) with respect thereto as though it were the outright owner thereof and thereof;
(iif) sell all or any portion of exercise such other rights as the Collateral at any broker's board or at public or private sale (in compliance with the terms of the UCC), each without prior notice to Pledgor or any other person, except as otherwise required by law (and if notice is required by law, after 10 business days prior written notice), at such place or places and at such time or times and in such manner and for such consideration as Pledgee Lender may determine in its reasonable discretion, and apply the proceeds so received, first to the payment of the reasonable costs and expenses incurred by Pledgee in connection with such sale, including reasonable attorneys' fees and legal expenses, second to the repayment of the Obligations, whether on account of principal, interest, premium, or otherwise as Pledgee in its reasonable discretion may elect, and then to pay the balance, if any, to Pledgor or as otherwise required by law. If such proceeds are insufficient to pay the Obligations in full, Pledgor shall be liable for the deficiencydeem fit under Applicable Law.
3.2. Pledgor recognizes that Pledgee, after the occurrence and during the continuance of an Event of Default by Pledgor, may be unable to effect public sale of all or a portion of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not to engage in a distribution or resale thereof. Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if such Collateral were sold at public sale and that Pledgee has no obligation to delay sale of any such Collateral for the period of time necessary to permit the issuers of such Collateral, even if such issuers would agree, to register or qualify such Collateral for public sale under the Securities Act of 1933, as amended, and applicable state securities laws. Pledgor agrees that private sales made under the foregoing circumstances and in compliance with applicable Federal and state securities laws shall be deemed to have been made in a commercially reasonable manner under the UCC.
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Remedies on Event of Default. 3.18.1. If Upon an Event of Default, the Pledged Shares shall be forfeited by the Escrow Agent for the benefit of the Lender who shall hold the same as trustee for the Lender and then deal with Pledged Shares as per the instructions of the Lender.
8.2. In addition to the above, the Lender shall also have a right to:
(a) enforce the security interest created pursuant to the Finance Documents;
(b) exercise all the rights and remedies available to it under the Finance Documents in such manner as the Lender may deem fit without intervention of the Court and without any consent of the Borrower and/or any Person.
8.3. The Borrower agrees that at any time after an Event of Default (as defined in occurs, the Loan Agreement) Lender shall occur have the right, without prejudice to its other rights under the Loan Agreement, or (b) Pledgor shall default in the due performance or observance of any of the covenants or agreements contained in this Agreement and such default shall continue unrememdied for a period of ten the other Finance Documents and/or under any Applicable Law, in its discretion to exercise all the rights, powers and remedies vested in it (10) business days following written notice thereof from Pledgee, (each an "Event of Deafult" under whether vested in it by or pursuant to this Agreement, the other Finance Documents or by any Applicable Law) thenfor the protection, perfection and enforcement of its rights in respect of the Security, and only then, Pledgee the Lender shall have such rights and remedies with respect to the Collateral or any part thereof and the proceeds thereof as are provided by the UCC and such other rights and remedies with respect thereto which it may have at law or in equity or under this Agreement includingbe entitled, without limitation, to exercise the extent not inconsistent with rights set out below:
(a) to give suitable instructions to the provisions of Escrow Agent such that the UCC Pledged Shares are released and handed over to the Lender;
(b) to transfer or other applicable law, the right to (i) transfer into Pledgee's name or into register in the name of its nominee or nominees or account at a Depository Trust Companynominees, for the benefit of Pledgeeas it shall deem fit, all or any portion of the Collateral and thereafter Pledged Shares, at the cost of the Borrower;
(c) to receive all interest and cash dividends accruing and paid thereon, vote the same, give all consents, waivers and ratifications amounts payable in respect of the Security;
(d) to receive cash proceeds and/or to sell the non-cash Security (or any part thereof), without the intervention of the court or other judicial authority and/or Governmental Authority, at public or private sale or on any securities exchange for cash, or transfer or procure registration in the name of the Escrow Agent, or any of its nominees at the cost of the Borrower, as the Escrow Agent may deem commercially reasonable and apply the proceeds thereof and otherwise act towards payment of the Obligations, provided that the Escrow Agent shall not be obliged to make any sale of any Security relating to Pledged Shares if it desires not to do so, regardless of the fact that notice of sale may have been given;
(e) to take all such actions including vote all or any part of the Pledged Shares (whether or not transferred in the name of the Escrow Agent) with respect thereto as though it were the outright owner thereof and thereof;
(iif) sell all or any portion of exercise such other rights as the Collateral at any broker's board or at public or private sale (in compliance with the terms of the UCC), each without prior notice to Pledgor or any other person, except as otherwise required by law (and if notice is required by law, after 10 business days prior written notice), at such place or places and at such time or times and in such manner and for such consideration as Pledgee Lender may determine in its reasonable discretion, and apply the proceeds so received, first to the payment of the reasonable costs and expenses incurred by Pledgee in connection with such sale, including reasonable attorneys' fees and legal expenses, second to the repayment of the Obligations, whether on account of principal, interest, premium, or otherwise as Pledgee in its reasonable discretion may elect, and then to pay the balance, if any, to Pledgor or as otherwise required by law. If such proceeds are insufficient to pay the Obligations in full, Pledgor shall be liable for the deficiencydeem fit under Applicable Law.
3.2. Pledgor recognizes that Pledgee, after the occurrence and during the continuance of an Event of Default by Pledgor, may be unable to effect public sale of all or a portion of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not to engage in a distribution or resale thereof. Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if such Collateral were sold at public sale and that Pledgee has no obligation to delay sale of any such Collateral for the period of time necessary to permit the issuers of such Collateral, even if such issuers would agree, to register or qualify such Collateral for public sale under the Securities Act of 1933, as amended, and applicable state securities laws. Pledgor agrees that private sales made under the foregoing circumstances and in compliance with applicable Federal and state securities laws shall be deemed to have been made in a commercially reasonable manner under the UCC.
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Remedies on Event of Default. 3.1. If On the occurrence of an Event of Default, Aero shall have the following rights and remedies, in addition to all other rights or remedies provided herein or by law with respect to the Pledged Shares, all of which shall be cumulative and may be exercised from time to time either successively or concurrently:
(a) an Event To declare this Agreement immediately in default and, upon possession thereof, to sell the Pledged Shares or any portion thereof, from time to time upon ten (10) days' prior written notice to Xxxxxxx of Default the time and place of sale (as defined which notice Xxxxxxx hereby agrees is commercially reasonable), for cash or upon credit or for future delivery (Xxxxxxx hereby waives all rights, if any, of marshalling the Pledged Shares and any other security), for the payment of the Obligations, and at the option and in the Loan Agreementcomplete discretion of Aero, either: (i) shall occur under the Loan Agreement, at a public sale or sales; or (bii) Pledgor at a private sale or sales. From time to time Aero may, but shall default in not be obligated to, postpone the due performance or observance time of any proposed sale of any of the covenants or agreements contained in this Agreement Pledged Shares, which has been the subject of a notice as provided above, and such default shall continue unrememdied for a period of also, upon ten (10) business days following days' written notice to Xxxxxxx (which notice Xxxxxxx agrees is commercially reasonable), may change the time and place of such sale.
(b) To exercise all rights of a secured party under the Uniform Commercial Code of the Commonwealth of Pennsylvania (as amended from time to time) and all other applicable laws. In the case of any sale by Aero of the Pledged Shares or any portion thereof from Pledgeeon credit or for future delivery, (each an "Event which may be elected at the option and in the complete discretion of Deafult" under this Agreement) thenAero, and only thenthe Pledged Shares so sold may, Pledgee shall have such rights and remedies with respect at Aero's option, either be delivered to the Collateral purchaser with proper security retained therefor reasonably satisfactory to Aero or any part thereof and retained by Aero until the proceeds thereof as are provided selling price is paid by the UCC purchaser, but in either event Aero shall incur no liability in case of failure of the purchaser to take up and pay for the Pledged Shares so sold. In case of any such other rights failure, such Pledged Shares may again be sold by Aero in the manner provided for in this Section 12. After deducting all its reasonable costs set forth therein and remedies with respect thereto which it may have at law or in equity or under this Agreement expenses of every kind, including, without limitation, legal fees and registration fees and expenses, if any, in connection with the sale of the Pledged Shares, Aero shall apply the residue of the proceeds of any sale or sales of the Pledged Shares to the extent Obligations. Aero shall not inconsistent with the provisions incur any liability as a result of the UCC sale of the Pledged Shares at any private sale or other applicable lawsales, and Xxxxxxx hereby waives any claim arising by reason of the right to (i) transfer into Pledgee's name fact that the price or into prices for which the name of its nominee or nominees or account at a Depository Trust Company, for the benefit of Pledgee, all Pledged Shares or any portion of thereof is sold at such private sale or sales is less than the Collateral price which would have been obtained at a public sale or sales or is less than the Obliga- tions, even if Aero accepts the first offer received and thereafter receive all interest and cash dividends accruing and paid thereon, vote does not offer the same, give all consents, waivers and ratifications in respect Pledged Shares or any portion thereof and otherwise act with respect thereto as though it were the outright owner thereof and (ii) to more than one offeree. If Aero shall determine to exercise its right to sell all or any portion of the Collateral at Collateral, Xxxxxxx agrees to indemnify and hold harmless Aero (and any broker's board person controlling the foregoing), such indemnification to remain operative regardless of any investigation made by or at public on behalf of Aero (or private sale any person con- trolling the foregoing), from and against any loss, liability, claim, damage, expense (and reasonable counsel fees incurred in compliance with the terms connection therewith) insofar as such loss, liability, claim, damage or expense arises out of or is based upon any untrue statement of a material fact by Xxxxxxx or any omission by Xxxxxxx of any material fact necessary in order to make any statements made by Xxxxxxx not misleading in light of the UCC)circumstances in which they were made, in each without prior notice to Pledgor or any other person, except as otherwise required by law (and if notice is required by law, after 10 business days prior written notice), at such place or places and at such time or times and in such manner and for such consideration as Pledgee may determine in its reasonable discretion, and apply the proceeds so received, first to the payment of the reasonable costs and expenses incurred by Pledgee case in connection with such sale, including reasonable attorneys' fees and legal expenses, second to the repayment of the Obligations, whether on account of principal, interest, premium, sale (or otherwise as Pledgee in its reasonable discretion may elect, and then to pay the balance, if any, to Pledgor or as otherwise required by law. If such proceeds are insufficient to pay the Obligations in full, Pledgor shall be liable for the deficiency.
3.2. Pledgor recognizes that Pledgee, after the occurrence and during the continuance of an Event of Default by Pledgor, may be unable to effect public sale of all or a portion of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not to engage in a distribution or resale thereof. Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if such Collateral were sold at public sale and that Pledgee has no obligation to delay sale of any such Collateral for the period of time necessary to permit the issuers of statement or omission made by any other person in reliance upon any such Collateral, even if such issuers would agree, to register statement or qualify such Collateral for public sale under the Securities Act of 1933, as amended, and applicable state securities laws. Pledgor agrees that private sales omission made under the foregoing circumstances and in compliance with applicable Federal and state securities laws shall be deemed to have been made in a commercially reasonable manner under the UCCby Xxxxxxx).
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