Sale of Pledged Securities. Any sale pursuant to Section 5.1 may be made, with or without any special condition as to the upset price, reserve bid, title or evidence of title or other matter and may be made from time to time as the Agent in its sole discretion deems appropriate, with power to vary or rescind any sale or buy in at any public sale and resell without being answerable for any loss. The Agent may sell the Pledged Securities for a consideration payable by instalments either with or without taking security for the payment of the instalments and may make and deliver to any purchaser good and sufficient conveyances of the Pledged Securities and give receipts for the purchase money, and the sale shall be a perpetual bar, both at law and in equity, against the Pledgor and all those claiming an interest by, from, through or under the Pledgor. If there is a sale pursuant to Section 5.1, the Pledgor agrees to provide all information, certificates and consents required under applicable securities laws or under the rules, by-laws or policies of the exchange(s) on which any of the Pledged Securities may be listed and posted for trading to permit the sale of the Pledged Securities in compliance with such applicable securities laws, rules, by-laws or policies. The Pledgor recognizes that the Agent may be unable to effect a public sale of any or all of the Pledged Securities, or to sell any or all of the Pledged Securities as a control block sale at more than a stated premium to the “market price” of any securities forming part of the Pledged Securities, by reason of certain provisions contained in the Securities Act (Ontario) and applicable securities laws of other jurisdictions but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire the Pledged Securities as principal and to comply with any other resale restrictions provided for in the Securities Act (Ontario) and other applicable securities laws. The Pledgor agrees that any private sale may result in prices and other terms less favourable to the seller than if the sale were a public sale or a control block sale and, notwithstanding such circumstances, agrees that any private sale shall not be deemed to have been made in a commercially unreasonable manner solely by reason of its being a private sale. The Agent shall be under no obligation to delay a sale of any of the Pledged Securities for the period of time necessary to permit the ...
Sale of Pledged Securities. Debtor acknowledges and recognizes that Secured Party may be unable to effect a public sale of all or a part of the Pledged Securities and may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire the Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. Debtor acknowledges that any such private sales may be at prices and on terms less favorable to Secured Party than those of public sales, and agrees that so long as such sales are made in good faith such private sales shall be deemed to have been made in a commercially reasonable manner and that Secured Party has no obligation to delay sale of any Pledged Securities to permit the issuer thereof to register it for public sale under any applicable securities laws.
Sale of Pledged Securities. If any Event of Default shall have occurred and be continuing, the Pledgee shall have the right, for and in the name, place and stead of the Pledgors, to execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Securities and the other Collateral.
Sale of Pledged Securities. Upon the request of the Pledgor, in order to facilitate a sale by the Pledgor of the Pledged Securities, the Collateral Agent shall deliver to a licensed broker or underwriter specified by the Pledgor the Pledged Securities upon the settlement of a sale by the Pledgor of the Pledged Securities or, if prior to the settlement of such sale, upon receipt of written confirmation that such broker or underwriter shall have agreed to act as a bailee of the Collateral Agent and at the Collateral Agent's direction with respect to any sale of the Pledged Securities, provided that such broker or underwriter shall commit in writing that (i) the net proceeds of such sale (or such lesser amount as shall be needed to furnish the Alternate Pledge Collateral (as defined in the AGC Collateral Agency Agreement) shall be directly paid to the Collateral Agent (which proceeds the Collateral Agent shall hold as Alternate Pledge Collateral pursuant to the terms of the Xxxxx X. Xxxxx Control Agreement (as defined in the AGC Collateral Agency Agreement) for the sole benefit of the Purchasers) and (ii) any unsold Pledged Securities shall be returned to the Collateral Agent. Notwithstanding any of the foregoing, (i) any sale by the Pledgor of the Pledged Securities shall be a per share price of not less than $4.445, and (ii) in the event that Pledgor shall sell Pledged Securities to any Affiliate of Pledgor, such sale shall only be made to the extent such sale is made on an arms length basis on terms that are not materially less favorable than the Pledgor could obtain in a transaction with an unaffiliated third party.
Sale of Pledged Securities. The U.S. Borrower recognizes that the Collateral Agent, in connection with any offer or sale of any Pledged Securities, may be required and is hereby authorized to comply with any limitation or restriction as it may be advised by counsel is necessary to comply with applicable law, including compliance with procedures that may restrict the number of prospective bidders and purchasers, requiring that prospective bidders and purchasers have certain qualifications, and restricting prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account or investment and not with a view to the distribution or resale of such Pledged Securities. The U.S. Borrower further agrees that compliance with any such limitation or restriction will not result in a sale being considered or deemed not to have been made in a commercially reasonable manner, and the Collateral Agent will not be liable or accountable to the U.S. Borrower for any discount allowed by reason of the fact that such Pledged Securities are sold in compliance with any such limitation or restriction.
Sale of Pledged Securities. In connection with Secured Party’s right to sell any or all of the Pledged Securities, upon the occurrence of any Event of Default and at any time while such Event of Default is continuing:
(a) (i) Secured Party shall have the right at any time and from time to time to sell, resell, assign and deliver, in its discretion, all or any part of the Pledged Securities in one or more units, at the same or different times, and all right, title and interest, claim and demand therein, and right of redemption thereof, at private sale, or at public sale to the highest bidder for cash, upon credit or for future delivery, Pledgor hereby waiving and releasing to the fullest extent permitted by law any and all equity or right of redemption. If any of the Pledged Securities are sold by Secured Party upon credit or for future delivery, Secured Party shall not be liable for the failure of the purchaser to purchase or pay for same, and, in the event of any such failure, Secured Party may resell such Pledged Securities. In no event shall Pledgor be credited with any part of the proceeds of the sale of any Pledged Securities until cash payment thereof has actually been received by Secured Party.
Sale of Pledged Securities. If at any time when the Pledgee shall determine to exercise its right to sell all or any part of the Pledged Securities pursuant to Section 7, the Pledgee may, in its sole and absolute discretion, sell such Pledged Securities or part thereof by private sale in such manner and under such circumstances as Pledgee may deem necessary or advisable in order that such sale may legally be effected; provided, that at least ten (10) Business Days’ notice of the time and place of any such sale shall be given to the Pledgor. Without limiting the generality of the foregoing, in any such event the Pledgee, in its sole and absolute discretion, (i) may proceed to make such private sale, (ii) may approach and negotiate with a single possible purchaser to effect such sale and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Pledged Securities or part thereof. In the event of any such sale, the Pledgee shall incur no responsibility or liability for selling all or any part of the Pledged Securities at a price which the Pledgee, in its sole and absolute discretion, may in good xxxxx xxxx reasonable under the circumstances.
Sale of Pledged Securities. CIT may sell the Pledged Securities or any part thereof at public or private sale or at any appropriate broker's board or securities exchange, for cash, on credit, or for future delivery. In addition,
(i) CIT may be the purchaser of any or all of the Pledged Securities sold at any public sale or, to the extent permitted by law, at any private sale;
(ii) At any sale, CIT shall have the right to transfer to the purchaser thereof the Pledged Securities sold. CIT is hereby appointed Pledgor's attorney-in-fact for the purpose of supplying any endorsements or instructions necessary to affect such transfer. Each purchaser at any such sale (including, without limitation, CIT) shall hold the property sold free from any claim or right of any kind, including any equity or rights of redemption of Pledgor which hereby specifically waives all rights of redemption, stay or appraisal which Pledgor has or may have under any rule of law or statute now existing or hereafter adopted;
(iii) At any sale, the Pledged Securities may be sold in one lot as an entirety or in separate portions, as CIT may reasonably determine;
(iv) CIT shall not be obligated to make any sale pursuant to any notice given and may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned, from time to time, by announcement at the time and place fixed for the sale, and such sale may be resumed at any time and place to which the same may be so adjourned; and
Sale of Pledged Securities. Any sale pursuant to Subsection 5.1(a) may be made, whether commercially reasonable or not, with or without any special condition as to the upset price, reserve bid, title or evidence of title or other matter and may be made from time to time as the Collateral Agent in its sole discretion deems fit, with power to vary or rescind any sale or buy in at any public sale and resell without being answerable for any loss. The Collateral Agent may sell the Pledged Securities for a consideration payable by instalments either with or without taking security for the payment of the instalments and may make and deliver to any purchaser good and sufficient conveyances of the Pledged Securities and give receipts for the purchase money, and the sale shall be a perpetual bar, both at law and in equity, against each Grantor and all those claiming an interest by, from, through or under each Grantor. If there is a sale pursuant to Subsection 5.1(a), each Grantor agrees to provide all information, certificates and consents required under applicable securities laws or under the rules, by-laws or policies of the exchange(s) on which any of the Pledged Securities may be listed and posted for trading to permit the sale of the Pledged Securities in compliance with the applicable laws, rules, by-laws or policies.
Sale of Pledged Securities comply with any limitation or restriction in connection with any proposed sale or other disposition of the Pledged Securities necessary to comply with applicable law or regulation or with any policy imposed by any stock exchange, securities commission, or other Governmental Body. That compliance by the Secured Party will not result in the sale being considered or deemed not to have been made in a commercially reasonable manner, nor will the Secured Party be liable or accountable to the Debtor for any discount in the sale price of the securities that may be given because those Pledged Securities are sold in compliance with any limitation or restriction;
