Sale of Pledged Shares. (a) Pledgor acknowledges that Pledgee may ---------------------- be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of a Subsidiary) of any or all the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, shall not be deemed commercially unreasonable solely because such sale is a private sale. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral in order to permit Pledgor or any Subsidiary to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor or such Subsidiary would agree to do so.
(b) Pledgor further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any sale or other disposition of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor's expense.
(c) Pledgor further agrees to indemnify and hold harmless Pledgee and each Lender and their respective successors and assigns, officers, directors, employees and agents, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, attorneys' fees and expenses (in this paragraph collectively called the "Indemnified Liabilities"), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contain...
Sale of Pledged Shares. Upon the occurrence of an Event of Default and solely during the continuation thereof, without limiting the generality of this Section 9 and without notice, the Collateral Agent may, in its sole discretion, sell or otherwise dispose of or realize upon the Pledged Shares, or any part thereof, in one or more parcels, at public or private sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as the Collateral Agent may deem commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable law. To the extent permitted by law, any Secured Party may in such event, bid for the purchase of such securities. Each Grantor agrees that, to the extent notice of sale shall be required by law and has not been waived by such Grantor, any requirement of reasonable notice shall be met if notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to such Grantor, in accordance with the notice provisions set forth in the Transaction Documents at least ten (10) Business Days before the time of such sale. The Collateral Agent shall not be obligated to make any sale of Pledged Shares of such Grantor regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.
Sale of Pledged Shares. Notwithstanding any provision set forth in any of the Loan Documents to the contrary, the Administrative Agent agrees that after the occurrence and during the continuance of a Default under Section 10.1.2 of the Restated Credit Agreement or any Event of Default with respect to any Borrower, the effect of which is to cause the Obligations of such Borrower to be due and payable under the Restated Credit Agreement (a "Borrower Default"), subject to the provisions of Section 6.2 and 6.4 below, it will not demand that Guarantor pay the Obligations of such Borrower (constituting outstanding principal and interest of such Borrower), until after the Administrative Agent has used its reasonable best efforts, in good faith, to sell the Pledged Shares of such Borrower, such sale to be consummated in one or a series of open market transactions through one or more reputable broker-dealers at the then fair market value of such Pledged Shares.
Sale of Pledged Shares. Notwithstanding any provision set forth in any of the Loan Documents to the contrary, the Administrative Agent agrees that after the occurrence and during the continuance of any Event of Default with respect to any Borrower, the effect of which is to cause the Guaranteed Obligations of such Borrower to be due and payable under the Credit Agreement (a "Borrower Default"), subject to the provisions of Section 2.1 and Sections 6.2 and 6.4 below, it will not demand that Guarantor pay the Guaranteed Obligations of such Borrower until after the Administrative Agent has used its reasonable best efforts, in good faith, to sell the Pledged Shares of such Borrower, such sale to be consummated in one or a series of open market transactions through one or more reputable broker-dealers at the then fair market value of such Pledged Shares.
Sale of Pledged Shares. If the Corporation and/or any Remaining Shareholder, as the case may be, purchasing Shares defaults in the performance of any of its or his obligations resulting from a purchase of Shares pursuant to the Agreement, including a default in the payment of any interest or principal as set forth in any promissory note delivered in connection with such purchase, upon the written request of the Transferor Shareholder, which request shall include a certificate from the Transferor Shareholder certifying that he has provided to the Corporation and/or the Remaining Shareholder, as the case may be, purchasing Shares 10 days' written notice of such default and the Corporation and/or said Remaining Shareholders has or have failed to cure such default within such time period, the escrow shall terminate, the Shares subject to escrow shall be returned to the Transferor Shareholder who may seek such remedy at law or in equity to which he may be entitled for breach of the Corporation's and/or said Remaining Shareholders' obligation(s) to purchase the Shares.
Sale of Pledged Shares. The Pledgor shall not, without the prior written consent of the Pledgee, sell, encumber, or otherwise dispose of or hypothecate the Pledged Shares or any portion thereof.
Sale of Pledged Shares. Unless an Event of Default shall have occurred and Pledgee shall have given notice to Pledgor of Pledgee's intent to exercise one or more of its rights pursuant to Sections 9 and 10 below, Pledgor shall have the right to sell, transfer, assign, exchange or otherwise dispose of, or grant an option with respect to, any or all of the Pledged 4 Shares provided Pledgee receives a security interest in the proceeds of the Pledged Shares or such other collateral as is satisfactory to Pledgee in its reasonable discretion. Pledgor, Pledgee and Escrow Agent shall cooperate with each other in order to accomplish any such transaction.
Sale of Pledged Shares. If the direct or indirect sale or transfer of any Capital Stock of any Wholly-Owned Subsidiary of an Obligor that constitutes all or part of the Collateral (a “Transfer”) would result, under the Organic Documents of such Wholly-Owned Subsidiary, in any Person having a right to consent to any subsequent Transfer, then the Borrower shall not, and shall cause each Obligor to not, consummate a Transfer of less than 100% of the Capital Stock of such Wholly-Owned Subsidiary, unless the transferee thereof irrevocably consents in writing to any sale or transfer to, or other realization by, the Collateral Agent (or any assignee or designee of the Collateral Agent pursuant to the exercise by the Collateral Agent of its rights under the Financing Documents) of the Capital Stock of such Wholly-Owned Subsidiary that is so Transferred. Notwithstanding the foregoing, nothing in this Section 10.11 shall limit or effect any rights of first refusal, options, calls, puts, preemptions or similar rights under any Organic Document of an Obligor or Wholly-Owned Subsidiary of an Obligor. NY1:#3495514
Sale of Pledged Shares. If any Event of Default shall have occurred, Pledgee shall have the right, for and in the name, place and stead of Pledgor, 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 Shares. If the Collateral Agent shall determine to exercise its right to sell any of the Pledged Shares pursuant to Section 5.2 and/or Section 5.4 or under applicable law, the Pledgor agrees that, upon request of the Collateral Agent, as soon as practicable, the Pledgor will, at its own expense:
