Common use of Sale, Etc Clause in Contracts

Sale, Etc. Sell or otherwise dispose of any Collateral at one or more public or private sales at the Collateral Agent's place of business or any other place or places, including, without limitation, any brokers' board or securities exchange, for cash or credit or other property, for immediate or future delivery, and at such price and on such terms and in such manner as the Required Purchasers may determine; provided, however, that if the NGP Common Stock continues to be listed on the New York Stock Exchange or another major United States securities exchange or designated as a national market system security by the National Association of Securities Dealers, Inc., and provided that there is not continuing a suspension in trading of the NGP Common Stock for more than one business day, then Collateral Agent shall effect any foreclosure or sale of the Pledged Securities by exercising its rights under the Registration Rights Agreement (i) with respect to the Pledged Securities consisting of NGOP Common Units, to exchange same into shares of NGP Common Stock and (ii) with respect to the Pledged Securities consisting of NGP Common Stock (whether as originally so granted or as so exchanged), to sell the shares into the public markets; provided, further, that the requirement in the foregoing proviso shall only apply if (1) NGP shall have filed a Registration Statement on Form S-3 (the "Shelf Registration Statement") pursuant to the Registration Rights Agreement covering the total amount of Pledged Securities hereunder, (2) such Shelf Registration Statement has been declared effective on or prior to the date of the intended foreclosure sale for which 10 days' written notice was provided by the Collateral Agent to the Pledgor, (3) notwithstanding anything in the Registration Rights Agreement to the contrary, there shall be no events preventing the sale of such Pledged Securities pursuant to the Shelf Registration Statement, including, without limitation, (i) any request by the Securities and Exchange Commission (the "SEC") or any state securities authority for post-effective amendments and supplements to the Shelf Registration Statement that has become effective, (ii) the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that purpose, (iii) the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the sale of the Pledged Securities cease to be true and correct in all material respects, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Pledged Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (v) the Secured Parties are not in possession of any material non-public information and (4) such Shelf Registration Statement shall remain effective until all the Pledged Securities hereunder have been sold. For the avoidance of doubt, nothing in this Section 7(b) shall be construed to limit the rights of the Collateral Agent to immediately exchange any of the Pledged Securities consisting of NGOP Common Units into shares of NGP Common Stock upon any foreclosure or sale (whether public or private) of the Pledged Securities.

Sale, Etc. Sell or otherwise dispose of any Collateral at one or more public or private sales at the Collateral Agent's place of business or any other place or places, including, without limitation, any brokers' board or securities exchange, for cash or credit or other property, for immediate or future delivery, and at such price and on such terms and in such manner as the Required Purchasers Directing Creditors may determine; provided, however, that if the NGP Common Stock continues to be listed on the New York Stock Exchange or another major United States securities exchange or designated as a national market system security by the National Association of Securities Dealers, Inc., and provided that there is not continuing a suspension in trading of the NGP Common Stock for more than one business day, then Collateral Agent shall effect any foreclosure or sale of the Pledged Securities by exercising its rights under the Registration Rights Agreement (i) with respect to the Pledged Securities consisting of NGOP Common Units, to exchange same into shares of NGP Common Stock and (ii) with respect to the Pledged Securities consisting of NGP Common Stock (whether as originally so granted or as so exchanged), to sell the shares into the public markets; provided, further, that the requirement in the foregoing proviso shall only apply if (1) NGP shall have filed a Registration Statement on Form S-3 (the "Shelf Registration Statement") pursuant to the Registration Rights Agreement covering the total amount of Pledged Securities hereunder, (2) such Shelf Registration Statement has been declared effective on or prior to the date of the intended foreclosure sale for which 10 days' written notice was provided by the Collateral Agent to the Pledgor, (3) notwithstanding anything in the Registration Rights Agreement to the contrary, there shall be no events preventing the sale of such Pledged Securities pursuant to the Shelf Registration Statement, including, without limitation, (i) any request by the Securities and Exchange Commission (the "SEC") or any state securities authority for post-effective amendments and supplements to the Shelf Registration Statement that has become effective, (ii) the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that purpose, (iii) the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the sale of the Pledged Securities cease to be true and correct in all material respects, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Pledged Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (v) the Secured Parties are not in possession of any material non-public information and (4) such Shelf Registration Statement shall remain effective until all the Pledged Securities hereunder have been sold. For the avoidance of doubt, nothing in this Section 7(b) shall be construed to limit the rights of the Collateral Agent to immediately exchange any of the Pledged Securities consisting of NGOP Common Units into shares of NGP Common Stock upon any foreclosure or sale (whether public or private) of the Pledged Securities.

Sale, Etc. Sell or otherwise dispose of any Collateral at one or more public or private sales at the Collateral AgentLender's place of business or any other place or places, including, without limitation, any brokers' board or securities exchange, for cash or credit or other property, for immediate or future delivery, and at such price and on such terms and in such manner as the Required Purchasers Lender may determine; provided, however, that if the NGP Common Stock continues Lender determines to be listed on the New York Stock Exchange or another major United States securities exchange or designated as a national market system security by the National Association of Securities Dealers, Inc., and provided that there is not continuing a suspension in trading of the NGP Common Stock for more than one business day, then Collateral Agent shall effect any foreclosure or sale of the Pledged Securities exercise its rights by exercising its rights under the Registration Rights Agreement (i) with respect to the Pledged Securities consisting of NGOP Common UnitsAgreement, to exchange same into shares of NGP Common Stock and (ii) with respect to the Pledged Securities consisting of NGP Common Stock (whether as originally so granted or as so exchanged), to sell the shares into the public markets; provided, further, that the requirement in the foregoing proviso shall only apply if (1) NGP shall have filed a Registration Statement on Form S-3 (the "Shelf Registration Statement") pursuant to the Registration Rights Agreement covering the total amount of Pledged Securities hereunder, (2) such Shelf Registration Statement has been declared effective on or prior to the date of the intended foreclosure sale for which 10 days' written notice was provided by the Collateral Agent Lender to the Pledgor, (3) notwithstanding anything in the Registration Rights Agreement to the contrary, there shall be no events preventing the sale of such Pledged Securities pursuant to the Shelf Registration Statement, including, without limitation, (i) any request by the Securities and Exchange Commission (the "SEC") or any state securities authority for post-effective amendments and supplements to the Shelf Registration Statement that has become effective, (ii) the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that purpose, (iii) the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the sale of the Pledged Securities cease to be true and correct in all material respects, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Pledged Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (v) the Secured Parties are not in possession of any material non-public information and (4) such Shelf Registration Statement shall remain effective until all the Pledged Securities hereunder have been sold. For the avoidance of doubt, nothing in this Section 7(b6(b) shall be construed to limit the rights of the Collateral Agent Lender to immediately exchange any of the Pledged Securities consisting of NGOP Common Units into shares of NGP Common Stock upon any foreclosure or sale (whether public or private) of the Pledged Securities.