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 Issuer of the Pledged Securities to qualify the Pledged Securities for public sale under the Securities Act (Ontario) or under applicable securities laws of other jurisdictions even if the Issuer would agree to do so, or to permit a prospective purchaser to make a formal offer to all or substantially all holders of any class of securities forming any part of the Pledged Securities.
Appears in 4 contracts
Samples: Credit Agreement (Celestica Inc), Revolving Term Credit Agreement (Celestica Inc), Revolving Term Credit Agreement (Celestica Inc)
Sale of Pledged Securities. Any (a) Subject in all respects to Section 10.14 of the Credit Agreement, the Collateral Agent is authorized, in connection with any sale of any Pledged Securities pursuant to Section 5.1 may be made6.7, with to deliver 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 otherwise disclose to any prospective purchaser good and sufficient conveyances of the Pledged Securities: (i) any registration statement or prospectus, and all supplements and amendments thereto; and (ii) any other information in its possession relating to such Pledged Securities to the extent reasonably necessary to be disclosed in connection with such sale of Pledged Securities, in each case provided that the Collateral Agent uses commercially reasonable efforts to ensure that such information is kept confidential in connection with such sale of 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 recipient 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 informed of the exchange(s) on which any confidential nature 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. information.
(b) The Pledgor Grantor recognizes that the Collateral 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 prohibitions contained in the Securities Act (Ontario) and applicable state securities laws of other jurisdictions but or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who which will be obligated obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the Pledged Securities as principal and to comply with any other distribution or resale restrictions provided for in the Securities Act (Ontario) and other applicable securities lawsthereof. The Pledgor Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favourable to the seller favorable than if the such sale were a public sale or a control block sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by reason of its being a private salereasonable manner. The Collateral 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 Issuer of the Pledged Securities Borrower to qualify the Pledged Securities register such securities for public sale under the Securities Act (Ontario) Act, or under applicable state securities laws of other jurisdictions laws, even if the Issuer Borrower would agree to do so, or to permit a prospective purchaser to make a formal offer to all or substantially all holders of any class of securities forming any part of the Pledged Securities.
Appears in 3 contracts
Samples: Holdings Term Loan Guarantee and Pledge Agreement (Revlon Inc /De/), Holdings Term Loan Guarantee and Pledge Agreement (Revlon Inc /De/), Guarantee and Pledge Agreement (Revlon Inc /De/)
Sale of Pledged Securities. Any (a) No demand, advertisement or notice, all of which are hereby expressly waived, shall be required in connection with any sale pursuant or other disposition of any part of the Pledged Securities which threatens to Section 5.1 may decline speedily in value or which is of a type customarily sold on a recognized market; otherwise Lender shall give Pledgor at least ten (10) business days' prior notice of the time and place of any public sale and of the time after which any private sale or other disposition is to be made, with which notice Pledgor agrees is reasonable, all other demands, advertisements and notices being hereby waived.
(b) Lender shall not be obligated to sell the Pledged Securities if it shall determine not to do so, regardless of the fact that notice of sale may have been given. Lender may, without notice or without publication, adjourn any special condition as public or private sale or cause the same to the upset price, reserve bid, title or evidence of title or other matter and may be made adjourned from time to time as by announcement at the Agent in its sole discretion deems appropriate, with power to vary or rescind any sale or buy in at any public sale time and resell without being answerable place fixed 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 moneysale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. Upon each private sale shall be a perpetual barof Pledged Securities, both at law and in equity, against the Pledgor and Lender may purchase 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 being sold, free from any equity or right of redemption, which is hereby waived and released, and may offset payment therefor (by endorsement without recourse) against the Obligations.
(c) In the case of all sales of Pledged Securities, public or private, Pledgor shall pay all costs and expenses of every kind for retaking, holding, preparing for sale and sale or delivery, including brokers' fees and attorneys' fees, and after deducting such costs and expenses from the proceeds of sale, Lender shall apply any residue to the payment of the Obligations, and Pledgor shall remain liable for any deficiency. The balance, if any, remaining after payment in full of all of the Obligations shall be listed and posted for trading paid to permit Pledgor, subject to 121 any duty of Lender imposed by law to the sale holder of any subordinate security interest in the Pledged Securities in compliance with such applicable securities laws, rules, by-laws or policies. The Pledgor recognizes that the Agent may be unable known 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 Issuer of the Pledged Securities to qualify the Pledged Securities for public sale under the Securities Act (Ontario) or under applicable securities laws of other jurisdictions even if the Issuer would agree to do so, or to permit a prospective purchaser to make a formal offer to all or substantially all holders of any class of securities forming any part of the Pledged SecuritiesLender.
Appears in 2 contracts
Samples: Credit Agreement (Best Universal Lock Co), Credit Agreement (Best Lock Corp)
Sale of Pledged Securities. Any (a) No demand, advertisement or notice, all of which are hereby expressly waived, shall be required in connection with any sale pursuant or other disposition of any part of the Pledged Securities which threatens to Section 5.1 may decline speedily in value or which is of a type customarily sold on a recognized market; otherwise Lender shall give Pledgor at least ten (10) business days' prior notice of the time and place of any public sale and of the time after which any private sale or other disposition is to be made, with which notice Pledgor agrees is reasonable, all other demands, advertisements and notices being hereby waived.
(b) Lender shall not be obligated to sell the Pledged Securities if it shall determine not to do so, regardless of the fact that notice of sale may have been given. Lender may, without notice or without publication, adjourn any special condition as public or private sale or cause the same to the upset price, reserve bid, title or evidence of title or other matter and may be made adjourned from time to time as by announcement at the Agent in its sole discretion deems appropriate, with power to vary or rescind any sale or buy in at any public sale time and resell without being answerable place fixed 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 moneysale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. Upon each private sale shall be a perpetual barof Pledged Securities, both at law and in equity, against the Pledgor and Lender may purchase 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 being sold, free from any equity or right of redemption, which is hereby waived and released, and may offset payment therefor (by endorsement without recourse) against the Obligations.
(c) In the case of all sales of Pledged Securities, public or private, Pledgor shall pay all costs and expenses of every kind for retaking, holding, preparing for sale and sale or delivery, including brokers' fees and attorneys' fees, and after deducting such costs and expenses from the proceeds of sale, Lender shall apply any residue to the payment of the Obligations, and Pledgor shall remain liable for any deficiency. The balance, if any, remaining after payment in full of all of the Obligations shall be listed and posted for trading paid to permit Pledgor, subject to any duty of Lender imposed by law to the sale holder of any subordinate security interest in the Pledged Securities in compliance with such applicable securities laws, rules, by-laws or policies. The Pledgor recognizes that the Agent may be unable known 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 Issuer of the Pledged Securities to qualify the Pledged Securities for public sale under the Securities Act (Ontario) or under applicable securities laws of other jurisdictions even if the Issuer would agree to do so, or to permit a prospective purchaser to make a formal offer to all or substantially all holders of any class of securities forming any part of the Pledged SecuritiesLender.
Appears in 2 contracts
Samples: Credit Agreement (Best Universal Lock Co), Credit Agreement (Best Lock Corp)
Sale of Pledged Securities. Any Secured Party is authorized, at any sale pursuant of the Pledged Securities, if it deems it advisable, to Section 5.1 restrict the prospective bidders or purchasers to those persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to distribution or sale of any of the Pledged Securities. Upon any such sale, Secured Party shall have the right to deliver, assign, and transfer to the purchaser thereof the Pledged Securities so sold. Each purchaser at any such sale shall hold the property sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Debtor which hereby specifically waives all rights of redemption, stay, or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted, and such waiver shall be deemed to have been made after an Event of Default. Secured Party shall give Debtor seven days written notice of its intention to make any such public or private sale, or sale at broker's board or on a securities exchange. Such notice, in case of sale at broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made, with and the day on which the Pledged Securities, or without that portion thereof so being sold, which will first be offered for sale at such board or exchange. Secured Party shall have no obligation to disclose or provide any special condition as to information concerning the upset price, reserve bid, title issuers 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 prospective purchasers of the Pledged Securities and give receipts for the purchase moneySecurities, other than information in its possession at such time, and the sale Debtor agrees and acknowledges that it shall be a perpetual barcommercially reasonable for any notices of any such sale, both at law and in equitypublished or otherwise, against the Pledgor and all those claiming an interest by, from, through or under the Pledgorto specifically so state. If there is a At any such 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 sold in one lot as an entirety or in separate parcels, as Secured Party may elect, and posted any such election shall be presumed to be commercially reasonable. Secured Party shall not be obligated to make any such sale pursuant to any such notice. Secured Party 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 trading the sale, and such sale may be made at any time or place to permit which the same may be so adjourned. In case of any sale of all or any part of the Pledged Securities in compliance with such applicable securities lawson credit or for future delivery, rules, by-laws or policies. The Pledgor recognizes that the Agent Pledged Securities so sold may be unable retained by Secured Party until the selling price is paid by the purchaser thereof; but Secured Party shall not incur any liability in case of the failure of such purchaser to effect a public sale take and pay for the Pledged Securities so sold, and, in case of any such failure, such Pledged Securities may again be sold upon like notice. Secured Party may also, at its discretion, proceed by a suit or all suits at law or in equity to foreclose the pledge and sell the Pledged Securities, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval, or authorization of any federal, state, municipal, or other governmental department, agency, or authority should be necessary to effectuate any sale or other disposition 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 disposition of the Pledged Securities, by reason of certain provisions contained in the Securities Act (Ontario) or any part thereof; Debtor will execute all such applications and applicable securities laws of other jurisdictions but instruments as may be compelled required in connection with securing any such consent, approval, or authorization, and will otherwise use its best efforts 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 secure the Pledged Securities as principal and to comply with any other resale restrictions provided for in the Securities Act (Ontario) and other applicable securities lawssame. The Pledgor agrees that any private Any 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 conditioned upon the period receipt of time necessary to permit the Issuer of the Pledged Securities to qualify the Pledged Securities for public sale under the Securities Act (Ontario) or under applicable securities laws of other jurisdictions even if the Issuer would agree to do soany such consent, approval, or authorization shall be presumed to permit a prospective purchaser to make a formal offer to all or substantially all holders of any class of securities forming any part of the Pledged Securitiesbe commercially reasonable.
Appears in 2 contracts
Samples: Credit Agreement (Blue River Bancshares Inc), Collateral Pledge Agreement (Blue River Bancshares Inc)
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(s15
(a) 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 Each Grantor recognizes that the Collateral 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 prohibitions contained in the Securities Act (Ontario) and applicable state or foreign securities laws of other jurisdictions but or otherwise or may be compelled to determine that a public sale is impracticable, not desirable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers who will that shall be obligated obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the Pledged Securities as principal distribution or resale thereof. Each Grantor acknowledges 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 such private sale may result in prices and other terms less favourable to the seller favorable than if the such sale were a public sale or a control block sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by reason of its being a private salereasonable manner. The Collateral 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 Issuer of the Pledged Securities issuer thereof to qualify the Pledged Securities register such securities for public sale under the Securities Act (Ontario) or under applicable state securities laws of other jurisdictions even if the Issuer such issuer would agree to do so, . The Collateral Agent shall incur no responsibility or to permit a prospective purchaser to make a formal offer to liability for selling all or substantially all holders of any class of securities forming any part of the Pledged SecuritiesSecurities at a price that the Collateral Agent, in its sole and absolute discretion, may deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 5.5 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells any Pledged Security.
(b) Each Grantor agrees to use its 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 any portion of the Pledged Securities pursuant to Section 5.1 and this Section 5.5 valid and binding and in compliance with all applicable Law. Each Grantor further agrees that a breach of any covenant contained in this Section5.5 will cause irreparable injury to the Collateral Agent and other Secured Parties, that the Collateral Agent and the other 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 5.5 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that (i) no Event of Default has occurred and is continuing under the Credit Agreement or (ii) a defense of the occurrence of the Commitments expiring or being terminated and all Obligations (other than Obligations under Secured Hedging Agreements, Secured Cash Management Agreements and contingent obligations for which no claim has been asserted) having been paid in full. Each Grantor waives any and all rights of contribution or subrogation upon the sale or disposition of all or any portion of the Pledged Securities by Collateral Agent until the occurrence of the Commitments expiring or having been terminated and all Obligations (other than Obligations under Secured Hedging Agreements, Secured Cash Management Agreements and contingent obligations for which no claim has been asserted) having been paid in full.
Appears in 1 contract
Sale of Pledged Securities. Any sale pursuant to Section 5.1 (a) Each Pledgor agrees that, because of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”), or any other laws or regulations, and for other reasons, there may be made, with legal or without practical restrictions or limitations affecting Secured Party in any special condition as attempts to the upset price, reserve bid, title or evidence dispose 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 certain portions of the Pledged Securities and give receipts for the purchase moneyenforcement of its rights. For these reasons, Secured Party is hereby authorized by each Pledgor, but not obligated, upon the occurrence and during the sale shall be a perpetual barcontinuation of an Event of Default, both at law and in equity, against following ten (10) Business Days’ notice to the Pledgor and Pledgors to sell 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 part of the Pledged Securities may be listed and posted for trading at private sale, subject to permit the sale of the Pledged Securities investment letter or 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 other manner which will not require the Pledged Securities, or any part thereof, to sell be registered in accordance with the Securities Act or any other laws or all regulations, at a reasonable price at such private sale or other distribution in the manner mentioned above. Each Pledgor understands that Secured Party may in its discretion approach a limited number of the Pledged Securities as potential purchasers and that a control block sale at more than under such circumstances may yield a stated premium to the “market price” of any securities forming part of lower price for the Pledged Securities, by reason of certain provisions contained or any part thereof, than would otherwise be obtainable if such Collateral were either afforded to a larger number or potential purchasers, registered under the Securities Act, or sold 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 lawsopen market. The Each Pledgor agrees that any such 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 made under this Section 6.03(a) 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 reasonable manner, and that Secured Party has no obligation to delay a the sale of any Pledged Securities to permit the issuer thereof to register it for public sale under any applicable federal or state securities laws.
(b) Secured Party is authorized, in connection with any such sale described in Section 6.03(a), (A) to restrict the prospective bidders on or purchasers of any of the Pledged Securities to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Securities, and (B) to impose such other limitations or conditions in connection with any such sale as Secured Party reasonably deems necessary in order to comply with applicable law. Each Pledgor and the Issuers agree to execute and deliver such documents and take such other action as Secured Party reasonably deems necessary in order that any such sale described in Section 6.03(a) may be made in compliance with applicable law. Upon any such sale described in Section 6.03(a), Secured Party shall have the right to deliver, assign, and transfer to the purchaser thereof the Pledged Securities so sold. Each purchaser at any such sale shall hold the Pledged Securities so sold absolutely free from any claim or right of any Pledgor or the Issuers of whatsoever kind, including any equity or right of redemption of any Pledgor. Each Pledgor hereby specifically waives all rights of redemption, stay, or appraisal which it has or may have under any law now existing or hereafter enacted.
(c) Each Pledgor agrees that ten (10) Business Days’ written notice from Secured Party to such Pledgor of Secured Party’s intention to make any such public or private sale shall constitute reasonable notice under the Code and such notice shall be delivered by Secured Party to Pledgors in advance of any such sale. Such notice shall (A) in case of a public sale, state the time and place fixed for such sale and (B) in the case of a private sale, state the day after which such sale may be consummated. At any such sale, the Pledged Securities may be sold in one lot as an entirety or in separate parcels, as Secured Party may reasonably determine. Secured Party may 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 period sale, and such sale may be made at any time or place to which the same may be so adjourned.
(d) Without limiting the foregoing, or imposing upon Secured Party any obligations or duties not required by applicable law, each Pledgor and the Issuers acknowledge and agree that, in foreclosing upon any of time necessary to permit the Issuer Pledged Securities, or exercising any other rights or remedies provided Secured Party hereunder or under applicable law, Secured Party may, but shall not be required to, (A) qualify or restrict prospective purchasers of the Pledged Securities by requiring evidence of sophistication or creditworthiness, and requiring the execution and delivery of confidentiality agreements or other documents and agreements as a condition to qualify such prospective purchasers’ receipt of information regarding the Pledged Securities for or participation in any public or private foreclosure sale under process, (B) provide to prospective purchasers business and financial information regarding Pledgors or the Securities Act (Ontario) or under applicable securities laws Issuers available in the files of other jurisdictions even if Secured Party at the Issuer would agree to do sotime of commencing the foreclosure process, without the requirement that Secured Party obtain, or seek to permit a obtain, any updated business or financial information or verify, or certify to prospective purchaser to make a formal offer to all or substantially all holders purchasers, the accuracy of any class of securities forming any part such business or financial information, or (C) offer for sale and sell the Pledged Securities with, or without, first employing an appraiser, investment banker, or broker with respect to the evaluation of the Pledged Securities, the solicitation of purchasers for Pledged Securities, or the manner of sale of Pledged Securities.
Appears in 1 contract
Sale of Pledged Securities. The Lender shall give to the applicable Grantor notice of any sale pursuant to Subsection 6.1. Any sale pursuant to this Section 5.1 6.6 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 Agent Lender in its sole discretion deems appropriatefit, 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 Lender 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 Grantor and all those claiming an interest by, from, through or under the PledgorGrantor. If there is a sale pursuant to this Section 5.16.6, the Pledgor Grantor agrees to provide all information, certificates and consents required under applicable securities laws Applicable Laws or under the rules, by-laws or policies of the exchange(s) exchanges 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 lawsthe Applicable Laws, rules, by-laws or policies. The Pledgor recognizes Without limiting the generality of Section 6.1, the Grantor acknowledges that when disposing of any of the Agent Pledged Securities, the Lender 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 lawsLaws. The Pledgor Grantor acknowledges and agrees that any private sale may result in prices and other terms less favourable to the seller Grantor 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 Lender shall be under no obligation to delay a sale of any of the Pledged Securities for the period of time necessary to permit the Issuer issuer of the Pledged Securities to qualify the Pledged Securities for public sale under the Securities Act (Ontario) or under applicable securities laws Laws of other jurisdictions even if the Issuer issuer would agree to do so, or to permit a prospective purchaser to make a formal offer to all or substantially all holders of any class of securities forming any part of the Pledged Securities. In addition, since United States federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Securities may be effected, the Grantor agrees that the Lender may attempt to sell in the United States all or any part of the Pledged Securities by a private placement. In so doing, the Lender may solicit offers to buy all or any part of the Pledged Securities for cash, from a limited number of investors deemed by the Lender, in its sole discretion, to be responsible parties who might be interested in purchasing the Pledged Securities. If the Lender shall solicit offers from not less than five investors, then the acceptance by the Lender of the highest offer obtained shall be deemed to be a commercially reasonable method of disposition of the Pledged Securities.
Appears in 1 contract
Samples: Pledge and Security Agreement (Residential Capital, LLC)
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 Each Grantor recognizes that the Administrative 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 prohibitions contained in the Securities Act (Ontario) and applicable state securities laws of other jurisdictions but or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who which will be obligated obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the Pledged Securities as principal distribution or resale thereof. Each Grantor acknowledges 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 such private sale may result in prices and other terms less favourable to the seller favorable than if the such sale were a public sale or a control block sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by reason of its being a private salereasonable manner. The Administrative 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 Issuer of the Pledged Securities thereof to qualify the Pledged Securities register such securities for public sale under the Securities Act (Ontario) Act, or under applicable state securities laws of other jurisdictions laws, even if the such Issuer would agree to do so, . Each Grantor agrees to use its reasonable best efforts to do or cause to permit a prospective purchaser be done all such other acts as may be necessary to make a formal offer to such sale or sales of all or substantially all holders of any class of securities forming any part portion of the Pledged SecuritiesSecurities pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable Governmental Requirements. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the other Secured Persons, that the Administrative Agent and the other Secured Persons have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and 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 and is continuing under the Credit Agreement.
Appears in 1 contract
Sale of Pledged Securities. Any (a) Subject in all respects to Section 10.14 of the DIP Credit Agreement, the Collateral Agent is authorized, in connection with any sale of any Pledged Securities pursuant to Section 5.1 may be made6.7, with to deliver 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 otherwise disclose to any prospective purchaser good and sufficient conveyances of the Pledged Securities: (i) any registration statement or prospectus, and all supplements and amendments thereto; and (ii) any other information in its possession relating to such Pledged Securities to the extent reasonably necessary to be disclosed in connection with such sale of Pledged Securities, in each case provided that the Collateral Agent uses commercially reasonable efforts to ensure that such information is kept confidential in connection with such sale of 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 recipient 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 informed of the exchange(s) on which any confidential nature 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. information.
(b) The Pledgor Grantor recognizes that the Collateral 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 prohibitions contained in the Securities Act (Ontario) and applicable state securities laws of other jurisdictions but or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who which will be obligated obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the Pledged Securities as principal and to comply with any other distribution or resale restrictions provided for in the Securities Act (Ontario) and other applicable securities lawsthereof. The Pledgor Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favourable to the seller favorable than if the such sale were a public sale or a control block sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by reason of its being a private salereasonable manner. The Collateral 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 Issuer of the Pledged Securities Borrower to qualify the Pledged Securities register such securities for public sale under the Securities Act (Ontario) Act, or under applicable state securities laws of other jurisdictions laws, even if the Issuer Borrower would agree to do so, or to permit a prospective purchaser to make a formal offer to all or substantially all holders of any class of securities forming any part of the Pledged Securities.
Appears in 1 contract
Samples: Superpriority Senior Secured Debtor in Possession Credit Agreement (Revlon Consumer Products Corp)
Sale of Pledged Securities. Any sale pursuant to Section 5.1 (a) Pledgor agrees that, because of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”), or any other laws or regulations, and for other reasons, there may be made, with legal or without practical restrictions or limitations affecting Secured Party in any special condition as attempts to the upset price, reserve bid, title or evidence dispose 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 certain portions of the Pledged Securities and give receipts for the purchase moneyenforcement of its rights. For these reasons, Secured Party is hereby authorized by Pledgor, but not obligated, upon the occurrence and during the sale shall be a perpetual barcontinuation of an Event of Default, both at law and in equity, against the following ten (10) Business Days’ notice to Pledgor and to sell 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 part of the Pledged Securities may be listed and posted for trading at private sale, subject to permit the sale of the Pledged Securities investment letter or 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 other manner which will not require the Pledged Securities, or any part thereof, to sell be registered in accordance with the Securities Act or any other laws or all regulations, at a reasonable price at such private sale or other distribution in the manner mentioned above. Pledgor understands that Secured Party may in its discretion approach a limited number of the Pledged Securities as potential purchasers and that a control block sale at more than under such circumstances may yield a stated premium to the “market price” of any securities forming part of lower price for the Pledged Securities, by reason of certain provisions contained or any part thereof, than would otherwise be obtainable if such Collateral were either afforded to a larger number or potential purchasers, registered under the Securities Act, or sold 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 lawsopen market. The Pledgor agrees that any such 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 made under this Section 6.03(a) 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 reasonable manner, and that Secured Party has no obligation to delay a the sale of any Pledged Securities to permit the issuer thereof to register it for public sale under any applicable federal or state securities laws.
(b) Secured Party is authorized, in connection with any such sale described in Section 6.03(a), (A) to restrict the prospective bidders on or purchasers of any of the Pledged Securities to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Securities, and (B) to impose such other limitations or conditions in connection with any such sale as Secured Party reasonably deems necessary in order to comply with applicable law. Pledgor and Third Ave agree to execute and deliver such documents and take such other action as Secured Party reasonably deems necessary in order that any such sale described in Section 6.03(a) may be made in compliance with applicable law. Upon any such sale described in Section 6.03(a), Secured Party shall have the right to deliver, assign, and transfer to the purchaser thereof the Pledged Securities so sold. Each purchaser at any such sale shall hold the Pledged Securities so sold absolutely free from any claim or right of any Pledgor or Third Ave of whatsoever kind, including any equity or right of redemption of any Pledgor. Pledgor hereby specifically waives all rights of redemption, stay, or appraisal which it has or may have under any law now existing or hereafter enacted.
(c) Pledgor agrees that ten (10) Business Days’ written notice from Secured Party to such Pledgor of Secured Party’s intention to make any such public or private sale shall constitute reasonable notice under the Code and such notice shall be delivered by Secured Party to Pledgor in advance of any such sale. Such notice shall (A) in case of a public sale, state the time and place fixed for such sale and (B) in the case of a private sale, state the day after which such sale may be consummated. At any such sale, the Pledged Securities may be sold in one lot as an entirety or in separate parcels, as Secured Party may reasonably determine. Secured Party may 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 period sale, and such sale may be made at any time or place to which the same may be so adjourned.
(d) Without limiting the foregoing, or imposing upon Secured Party any obligations or duties not required by applicable law, Pledgor and Third Ave acknowledge and agree that, in foreclosing upon any of time necessary to permit the Issuer Pledged Securities, or exercising any other rights or remedies provided Secured Party hereunder or under applicable law, Secured Party may, but shall not be required to, (A) qualify or restrict prospective purchasers of the Pledged Securities by requiring evidence of sophistication or creditworthiness, and requiring the execution and delivery of confidentiality agreements or other documents and agreements as a condition to qualify such prospective purchasers’ receipt of information regarding the Pledged Securities for or participation in any public or private foreclosure sale under process, (B) provide to prospective purchasers business and financial information regarding Pledgor or Third Ave available in the Securities Act (Ontario) or under applicable securities laws files of other jurisdictions even if Secured Party at the Issuer would agree to do sotime of commencing the foreclosure process, without the requirement that Secured Party obtain, or seek to permit a obtain, any updated business or financial information or verify, or certify to prospective purchaser to make a formal offer to all or substantially all holders purchasers, the accuracy of any class of securities forming any part such business or financial information, or (C) offer for sale and sell the Pledged Securities with, or without, first employing an appraiser, investment banker, or broker with respect to the evaluation of the Pledged Securities, the solicitation of purchasers for Pledged Securities, or the manner of sale of Pledged Securities.
Appears in 1 contract
Sale of Pledged Securities. Any sale pursuant to Section 5.1 (a) The Debtors agree that, because of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”), or any other Laws or regulations, and for other reasons, there may be made, with legal or without practical restrictions or limitations affecting Lender in any special condition as attempts to the upset price, reserve bid, title or evidence dispose 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 certain portions of the Pledged Securities and give receipts for the purchase moneyenforcement of its rights. For these reasons, Lender is hereby authorized by the Debtors, but not obligated, upon the occurrence and during the sale shall be continuance of a perpetual barDefault, both at law and in equity, against the Pledgor and to sell 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 part of the Pledged Securities may be listed and posted for trading at private sale, subject to permit the sale of the Pledged Securities investment letter or 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 other manner which will not require the Pledged Securities, or any part thereof, to sell be registered in accordance with the Securities Act or any other Laws or all regulations, at a reasonable price at such private sale or other distribution in the manner mentioned above. The Debtors understand that Lender may in its discretion approach a limited number of the Pledged Securities as potential purchasers and that a control block sale at more than under such circumstances may yield a stated premium to the “market price” of any securities forming part of lower price for the Pledged Securities, by reason of certain provisions contained or any part thereof, than would otherwise be obtainable if such Collateral were either afforded to a larger number or potential purchasers, registered under the Securities Act, or sold 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 lawsopen market. The Pledgor agrees Debtors agree that any such 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 made under this Section 6.03(a) 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 reasonable manner, and that Lender has no obligation to delay a the sale of any Pledged Securities to permit the issuer thereof to register it for public sale under any applicable federal or state securities Laws.
(b) Lender is authorized, in connection with any such sale, (i) to restrict the prospective bidders on or purchasers of any of the Pledged Securities to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the period distribution or sale of time any of such Pledged Securities and (ii) to impose such other limitations or conditions in connection with any such sale as Lender reasonably deems necessary in order to permit comply with applicable Law. The Debtors covenant and agree that they will execute and deliver such documents and take such other action as Lender reasonably deems necessary in order that any such sale may be made in compliance with applicable Law. Upon any such sale Lender shall have the Issuer of right to deliver, assign, and transfer to the purchaser thereof the Pledged Securities to qualify so sold. Each purchaser at any such sale shall hold the Pledged Securities so sold absolutely free from any claim or right of the Debtors of whatsoever kind, including any equity or right of redemption of the Debtors. Following any such sale, the Debtors, to the extent permitted by applicable Law, hereby specifically waive all rights of redemption, stay, or appraisal which they have or may have under any Law now existing or hereafter enacted.
(c) The Debtors agree that ten (10) days’ written notice from Lender to the Debtors of Xxxxxx’s intention to make any such public or private sale or sale at a broker’s board or on a securities exchange shall constitute reasonable notice under the Code. Such notice shall (i) in case of a public sale, state the time and place fixed for such sale, (ii) in case of a sale at a broker’s board or on a securities exchange, state the board or exchange at which such a sale is to be made and the day on which the Pledged Securities, or the portion thereof so being sold, will first be offered for sale at such board or exchange and (iii) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale under shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice of such sale. At any such sale, the Pledged Securities Act (Ontario) may be sold in one lot as an entirety or under applicable securities laws of other jurisdictions even if the Issuer would agree to do soin separate parcels, or to permit a prospective purchaser as Lender may determine. Lender shall not be obligated to make a formal offer any such sale pursuant to any such notice. Lender 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 made at any time or place to which the same may be so adjourned.
(d) In case of any sale of all or substantially all holders of any class of securities forming any part of the Pledged Securities on credit or for future delivery, the Pledged Securities so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Securities so sold and in case of any such failure, such Pledged Securities may again be sold upon like notice. Xxxxxx, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests granted pursuant to this Agreement and sell the Pledged Securities, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.
(e) Without limiting the foregoing, or imposing upon Lender any obligations or duties not required by applicable Law, the Debtors acknowledge and agree that, in foreclosing upon any of the Pledged Securities, or exercising any other rights or remedies provided Lender hereunder or under applicable Law, Lender may, but shall not be required to, (i) qualify or restrict prospective purchasers of the Pledged Securities by requiring evidence of sophistication or creditworthiness, and requiring the execution and delivery of confidentiality agreements or other documents and agreements as a condition to such prospective purchasers’ receipt of information regarding the Pledged Securities or participation in any public or private foreclosure sale process, (ii) provide to prospective purchasers business and financial information regarding the Debtors or the Issuer available in the files of Lender at the time of commencing the foreclosure process, without the requirement that Lender obtain, or seek to obtain, any updated business or financial information or verify, or certify to prospective purchasers, the accuracy of any such business or financial information, or (iii) offer for sale and sell the Pledged Securities with or without first employing an appraiser, investment banker, or broker with respect to the evaluation of the Pledged Securities, the solicitation of purchasers for Pledged Securities, or the manner of sale of Pledged Securities.
Appears in 1 contract
Samples: Pledge and Security Agreement (HNR Acquisition Corp.)
Sale of Pledged Securities. Any sale pursuant to Section 5.1 (a) Pledgor agrees that, because of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”), or any other laws or regulations, and for other reasons, there may be made, with legal or without practical restrictions or limitations affecting Secured Party in any special condition as attempts to the upset price, reserve bid, title or evidence dispose 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 certain portions of the Pledged Securities and give receipts for the purchase moneyenforcement of its rights. For these reasons, Secured Party is hereby authorized by Pledgor, but not obligated, upon the occurrence and during the sale shall be a perpetual barcontinuation of an Event of Default, both at law and in equity, against the following ten (10) Business Days’ notice to Pledgor and to sell 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 part of the Pledged Securities may be listed and posted for trading at private sale, subject to permit the sale of the Pledged Securities investment letter or 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 other manner which will not require the Pledged Securities, or any part thereof, to sell be registered in accordance with the Securities Act or any other laws or all regulations, at a reasonable price at such private sale or other distribution in the manner mentioned above. Pledgor understands that Secured Party may in its discretion approach a limited number of the Pledged Securities as potential purchasers and that a control block sale at more than under such circumstances may yield a stated premium to the “market price” of any securities forming part of lower price for the Pledged Securities, by reason of certain provisions contained or any part thereof, than would otherwise be obtainable if such Collateral were either afforded to a larger number or potential purchasers, registered under the Securities Act, or sold 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 lawsopen market. The Pledgor agrees that any such 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 made under this Section 6.03(a) 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 reasonable manner, and that Secured Party has no obligation to delay a the sale of any Pledged Securities to permit the issuer thereof to register it for public sale under any applicable federal or state securities laws.
(b) Secured Party is authorized, in connection with any such sale described in Section 6.03(a), (A) to restrict the prospective bidders on or purchasers of any of the Pledged Securities to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Securities, and (B) to impose such other limitations or conditions in connection with any such sale as Secured Party reasonably deems necessary in order to comply with applicable law. Pledgor and Alliance agree to execute and deliver such documents and take such other action as Secured Party reasonably deems necessary in order that any such sale described in Section 6.03(a) may be made in compliance with applicable law. Upon any such sale described in Section 6.03(a), Secured Party shall have the right to deliver, assign, and transfer to the purchaser thereof the Pledged Securities so sold. Each purchaser at any such sale shall hold the Pledged Securities so sold absolutely free from any claim or right of any Pledgor or Alliance of whatsoever kind, including any equity or right of redemption of any Pledgor. Pledgor hereby specifically waives all rights of redemption, stay, or appraisal which it has or may have under any law now existing or hereafter enacted.
(c) Pledgor agrees that ten (10) Business Days’ written notice from Secured Party to such Pledgor of Secured Party’s intention to make any such public or private sale shall constitute reasonable notice under the Code and such notice shall be delivered by Secured Party to Pledgor in advance of any such sale. Such notice shall (A) in case of a public sale, state the time and place fixed for such sale and (B) in the case of a private sale, state the day after which such sale may be consummated. At any such sale, the Pledged Securities may be sold in one lot as an entirety or in separate parcels, as Secured Party may reasonably determine. Secured Party may 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 period sale, and such sale may be made at any time or place to which the same may be so adjourned.
(d) Without limiting the foregoing, or imposing upon Secured Party any obligations or duties not required by applicable law, Pledgor and Alliance acknowledge and agree that, in foreclosing upon any of time necessary to permit the Issuer Pledged Securities, or exercising any other rights or remedies provided Secured Party hereunder or under applicable law, Secured Party may, but shall not be required to, (A) qualify or restrict prospective purchasers of the Pledged Securities by requiring evidence of sophistication or creditworthiness, and requiring the execution and delivery of confidentiality agreements or other documents and agreements as a condition to qualify such prospective purchasers’ receipt of information regarding the Pledged Securities for or participation in any public or private foreclosure sale under process, (B) provide to prospective purchasers business and financial information regarding Pledgor or Alliance available in the Securities Act (Ontario) or under applicable securities laws files of other jurisdictions even if Secured Party at the Issuer would agree to do sotime of commencing the foreclosure process, without the requirement that Secured Party obtain, or seek to permit a obtain, any updated business or financial information or verify, or certify to prospective purchaser to make a formal offer to all or substantially all holders purchasers, the accuracy of any class of securities forming any part such business or financial information, or (C) offer for sale and sell the Pledged Securities with, or without, first employing an appraiser, investment banker, or broker with respect to the evaluation of the Pledged Securities, the solicitation of purchasers for Pledged Securities, or the manner of sale of Pledged Securities.
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Sale of Pledged Securities. Any sale pursuant to Section 5.1 (a) Pledgor agrees that, because of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”), or any other laws or regulations, and for other reasons, there may be made, with legal or without practical restrictions or limitations affecting Secured Party in any special condition as attempts to the upset price, reserve bid, title or evidence dispose 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 certain portions of the Pledged Securities and give receipts for the purchase moneyenforcement of its rights. For these reasons, Secured Party is hereby authorized by Pledgor, but not obligated, upon the occurrence and during the sale shall be a perpetual barcontinuation of an Event of Default, both at law and in equity, against the following ten (10) Business Days’ notice to Pledgor and to sell 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 part of the Pledged Securities may be listed and posted for trading at private sale, subject to permit the sale of the Pledged Securities investment letter or 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 other manner which will not require the Pledged Securities, or any part thereof, to sell be registered in accordance with the Securities Act or any other laws or all regulations, at a reasonable price at such private sale or other distribution in the manner mentioned above. Pledgor understands that Secured Party may in its discretion approach a limited number of the Pledged Securities as potential purchasers and that a control block sale at more than under such circumstances may yield a stated premium to the “market price” of any securities forming part of lower price for the Pledged Securities, by reason of certain provisions contained or any part thereof, than would otherwise be obtainable if such Collateral were either afforded to a larger number or potential purchasers, registered under the Securities Act, or sold 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 lawsopen market. The Pledgor agrees that any such 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 made under this Section 6.03(a) 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 reasonable manner, and that Secured Party has no obligation to delay a the sale of any Pledged Securities to permit the issuer thereof to register it for public sale under any applicable federal or state securities laws.
(b) Secured Party is authorized, in connection with any such sale described in Section 6.03(a), (A) to restrict the prospective bidders on or purchasers of any of the Pledged Securities to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Securities, and (B) to impose such other limitations or conditions in connection with any such sale as Secured Party reasonably deems necessary in order to comply with applicable law. Pledgor and Aviation agree to execute and deliver such documents and take such other action as Secured Party reasonably deems necessary in order that any such sale described in Section 6.03(a) may be made in compliance with applicable law. Upon any such sale described in Section 6.03(a), Secured Party shall have the right to deliver, assign, and transfer to the purchaser thereof the Pledged Securities so sold. Each purchaser at any such sale shall hold the Pledged Securities so sold absolutely free from any claim or right of any Pledgor or Aviation of whatsoever kind, including any equity or right of redemption of any Pledgor. Pledgor hereby specifically waives all rights of redemption, stay, or appraisal which it has or may have under any law now existing or hereafter enacted.
(c) Pledgor agrees that ten (10) Business Days’ written notice from Secured Party to such Pledgor of Secured Party’s intention to make any such public or private sale shall constitute reasonable notice under the Code and such notice shall be delivered by Secured Party to Pledgor in advance of any such sale. Such notice shall (A) in case of a public sale, state the time and place fixed for such sale and (B) in the case of a private sale, state the day after which such sale may be consummated. At any such sale, the Pledged Securities may be sold in one lot as an entirety or in separate parcels, as Secured Party may reasonably determine. Secured Party may 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 period sale, and such sale may be made at any time or place to which the same may be so adjourned.
(d) Without limiting the foregoing, or imposing upon Secured Party any obligations or duties not required by applicable law, Pledgor and Aviation acknowledge and agree that, in foreclosing upon any of time necessary to permit the Issuer Pledged Securities, or exercising any other rights or remedies provided Secured Party hereunder or under applicable law, Secured Party may, but shall not be required to, (A) qualify or restrict prospective purchasers of the Pledged Securities by requiring evidence of sophistication or creditworthiness, and requiring the execution and delivery of confidentiality agreements or other documents and agreements as a condition to qualify such prospective purchasers’ receipt of information regarding the Pledged Securities for or participation in any public or private foreclosure sale under process, (B) provide to prospective purchasers business and financial information regarding Pledgor or Aviation available in the Securities Act (Ontario) or under applicable securities laws files of other jurisdictions even if Secured Party at the Issuer would agree to do sotime of commencing the foreclosure process, without the requirement that Secured Party obtain, or seek to permit a obtain, any updated business or financial information or verify, or certify to prospective purchaser to make a formal offer to all or substantially all holders purchasers, the accuracy of any class of securities forming any part such business or financial information, or (C) offer for sale and sell the Pledged Securities with, or without, first employing an appraiser, investment banker, or broker with respect to the evaluation of the Pledged Securities, the solicitation of purchasers for Pledged Securities, or the manner of sale of Pledged Securities.
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Sale of Pledged Securities. Any sale pursuant to Section 5.1 (a) Pledgor agrees that, because of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (collectively, the “Securities Act”), or any other laws or regulations, and for other reasons, there may be made, with legal or without practical restrictions or limitations affecting Secured Party in any special condition as attempts to the upset price, reserve bid, title or evidence dispose 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 certain portions of the Pledged Securities and give receipts for the purchase moneyenforcement of its rights. For these reasons, Secured Party is hereby authorized by Pledgor, but not obligated, upon the occurrence and during the sale shall be a perpetual barcontinuation of an Event of Default, both at law and in equity, against the Pledgor and to sell 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 part of the Pledged Securities may be listed and posted for trading at private sale, subject to permit the sale of the Pledged Securities investment letter or 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 other manner which will not require the Pledged Securities, or any part thereof, to sell be registered in accordance with the Securities Act or any other laws or all regulations, at a reasonable price at such private sale or other distribution in the manner mentioned above. Pledgor understands that Secured Party may in its discretion approach a limited number of the Pledged Securities as potential purchasers and that a control block sale at more than under such circumstances may yield a stated premium to the “market price” of any securities forming part of lower price for the Pledged Securities, by reason of certain provisions contained or any part thereof, than would otherwise be obtainable if such Collateral were either afforded to a larger number or potential purchasers, registered under the Securities Act, or sold 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 lawsopen market. The Pledgor agrees that any such 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 made under this Section 6.03(a) 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 reasonable manner, and that Secured Party has no obligation to delay a the sale of any Pledged Securities to permit the issuer thereof to register it for public sale under any applicable federal or state securities laws.
(b) Secured Party is authorized, in connection with any such sale, (i) to restrict the prospective bidders on or purchasers of any of the Pledged Securities to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the period distribution or sale of time any of such Pledged Securities, and (ii) to impose such other limitations or conditions in connection with any such sale as Secured Party reasonably deems necessary in order to permit comply with applicable law. Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as Secured Party reasonably deems necessary in order that any such sale may be made in compliance with applicable law. Upon any such sale Secured Party shall have the Issuer of right to deliver, assign, and transfer to the purchaser thereof the Pledged Securities to qualify so sold. Each purchaser at any such sale shall hold the Pledged Securities for so sold absolutely free from any claim or right of Pledgor of whatsoever kind, including any equity or right of redemption of Pledgor. Pledgor, to the extent permitted by applicable law, hereby specifically waives all rights of redemption, stay, or appraisal which it has or may have under any law now existing or hereafter enacted.
(c) Pledgor agrees that ten (10) days’ written notice from Secured Party to Pledgor of Secured Party’s intention to make any such public or private sale or sale at a broker’s board or on a securities exchange shall constitute reasonable notice under the Securities Act Code. Such notice shall (Ontarioi) in case of a public sale, state the time and place fixed for such sale, (ii) in case of sale at a broker’s board or under applicable on a securities laws of other jurisdictions even if exchange, state the Issuer would agree board or exchange at which such a sale is to do so, or to permit a prospective purchaser to make a formal offer to all or substantially all holders of any class of securities forming any part of be made and the day on which the Pledged Securities, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (iii) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any such sale, the Pledged Securities may be sold in one lot as an entirety or in separate parcels, as Secured Party may reasonably determine. Secured Party shall not be obligated to make any such sale pursuant to any such notice. Secured Party 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 made at any time or place to which the same may be so adjourned.
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