Common use of Sale of Pledged Shares Clause in Contracts

Sale of Pledged Shares. (a) Each Pledgor recognizes that the Collateral Agent, on behalf of the Secured Creditors, may be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of any Subsidiary) of any or all the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “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. Each Pledgor acknowledges and agrees 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, notwithstanding such circumstances, agrees that any such private sale or disposition shall be deemed to be reasonable and affected in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit any Pledgor or any Issuer to register such securities for public sale under the Act, or under applicable state securities laws, even if such Pledgor or any Issuer would agree to do so. No Secured Creditor shall incur any liability as a result of the sale of any such Pledged Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and each Pledgor hereby waives any claims against the Secured Creditors arising by reason of the fact that the price at which the Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral to more than one offeree.

Sale of Pledged Shares. (a) Each Pledgor recognizes that the Collateral Agent, on behalf of the Secured CreditorsParties, may be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of any Subsidiary) of any or all the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “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. Each Pledgor acknowledges and agrees 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, notwithstanding such circumstances, agrees that any such private sale or disposition shall be deemed to be reasonable and affected in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit any Pledgor or any Issuer to register such securities for public sale under the Act, or under applicable state securities laws, even if such Pledgor or any Issuer would agree to do so. No Secured Creditor Party shall incur any liability as a result of the sale of any such Pledged Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and each Pledgor hereby waives any claims against the Secured Creditors Parties arising by reason of the fact that the price at which the Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if if, acting in a commercially reasonable manner, the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral to more than one offeree.

Sale of Pledged Shares. (a) Each Pledgor recognizes The Pledgors recognize that the Collateral Agent, on behalf of the Secured Creditors, Pledgee may be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger or amalgamation of any Subsidiary) of any or all the Pledged Collateral Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended 1933 (the “"Act”"), and applicable state or federal 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. Each Pledgor acknowledges The Pledgors acknowledge and agrees agree 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, notwithstanding such circumstances, agrees agree that any such private sale or disposition shall be deemed to be reasonable and affected in a commercially reasonable manner. The Collateral Agent Pledgee shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral Shares in order to permit any Pledgor or any Issuer applicable Subsidiary to register such securities for public sale under the Act, or under applicable state state, provincial or federal or other securities laws, even if such Pledgor or any Issuer the applicable Subsidiary would agree to do so. No Secured Creditor shall incur any liability as a result Notwithstanding the foregoing, upon request of the sale of any such Pledged CollateralAgent, or any part thereofeach Pledgor agrees that, at its own expense, following the occurrence and continuation of an Event of Default, it will register such securities under the Act or take such other actions under any private sale provided applicable federal or state securities laws as may be necessary for in this Agreement conducted in a commercially reasonable manner, and each Pledgor hereby waives any claims against the Secured Creditors arising by reason of the fact that the price at which the Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured ObligationsPledged Shares, even if the Collateral including furnishing such legal opinions as Agent accepts the first offer received and does not offer the Pledged Collateral to more than one offereemay reasonably request.

Sale of Pledged Shares. (a) Each Pledgor recognizes that the Collateral Agent, on behalf of the Secured Creditors, Lender may be ---------------------- unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of any Subsidiary) of any or all of the Pledged Collateral Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), federal securities laws and applicable state or foreign 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 Securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees 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, notwithstanding such circumstances, agrees that any such private sale or disposition shall be deemed to be reasonable and affected have been made in a commercially reasonable manner. The Collateral Agent Lender shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order Shares for the period of time necessary to permit any Pledgor or any Issuer the issuer of such securities to register such securities for public sale under the Actfederal securities laws, or under applicable state securities laws, even if such Pledgor or any Issuer issuer would agree to do so. No Secured Creditor Upon the consummation of any private or public sale, Lender shall have the right to deliver, assign, and transfer to the purchaser thereof the Pledged Shares so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which he has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Lender shall give Pledgor notice of Lender's intention to make any such public or private sale or sale at broker's board or on a securities exchange to the extent required hereunder or by the Code. 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 and the day on which the Pledged Shares, or that portion thereof so being sold, will first be offered for sale at such board or exchange. At any such sale the Pledged Shares may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice if Lender shall determine not to do so, regardless of the fact that notice of sale of the Pledged Shares may have been given. 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. In case of any sale of all or any part of the Pledged Shares on credit or for future delivery, the Pledged Shares so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability as a result in case of the sale failure of such purchaser to take up and pay for the Pledged Shares so sold and, in case of any such failure, such Pledged CollateralShares may again be sold upon like notice. Lender may also, at its discretion, proceed by a suit or suits at law, or in equity to foreclose its security interest and sell the Pledged Shares, 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 state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Shares or any part thereof, at Pledgor shall execute all such applications and other instruments as may be required in connection with securing any private sale provided for in this Agreement conducted in a commercially reasonable mannersuch consent, approval or authorization, and each Pledgor hereby waives any claims against will otherwise use Pledgor's best efforts to secure the Secured Creditors arising by reason of the fact that the price at which the Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral to more than one offereesame.

Sale of Pledged Shares. (a) Each Pledgor recognizes that the Collateral Agent, on behalf of the Secured Creditors, Lender may be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of any Subsidiary) of any or all of the Pledged Collateral Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), federal securities laws and applicable state or foreign 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 obligated to agree, among other things, to acquire such securities Securities for their own account for investment and not with a view to the distribution or resale thereof. Each , Pledgor acknowledges and agrees 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, notwithstanding such circumstances, agrees that any such private sale or disposition shall be deemed to be reasonable and affected have been made in a commercially reasonable manner, assuming all other circumstances surrounding such sales are reasonable. The Collateral Agent Lender shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order Shares for the period of time necessary to permit any Pledgor or any Issuer the issuer of such securities to register such securities for public sale under the Actfederal securities laws, or under applicable state securities laws, even if such Pledgor or any Issuer issuer would agree to do so. No Secured Creditor Upon the consummation of any private or public sale, Lender shall have the right to deliver, assign, and transfer to the purchaser thereof the Pledged Shares so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Lender shall give Pledgor notice of Lender's intention to make any such public or private sale or sale at broker's board or on a securities exchange to the extent required hereunder or by the Code. 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 and the day on which the Pledged Shares, or that portion thereof so being sold, will first be offered for sale at such board or exchange. At any such sale the Pledged Shares maybe sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice if Lender shall determine not to do so, regardless of the act that notice of sale of the Pledged Shares may have been given. 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. In case of any sale of all or any part of the Pledged Shares on credit or for future delivery, the Pledged Shares so sold shall be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability as a result in case of the sale failure of such purchaser to take up and pay for the Pledged Shares so sold and, in case of any such failure, such Pledged CollateralShares may again be sold upon like notice. Lender may also , at its discretion, proceed by a suit or suits at law, or in equity foreclose its security interests and sell the Pledged Shares, 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 state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Shares or any part thereof, at Pledgor shall execute all such applications and other instruments as may be required in connection with securing any private sale provided for in this Agreement conducted in a commercially reasonable mannersuch consent, approval or authorization, and each Pledgor hereby waives any claims against will otherwise use Pledgor's best efforts to secure the Secured Creditors arising by reason of the fact that the price at which the Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral to more than one offereesame.