Sale of Pledged Stock. (a) Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which 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 Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.
(b) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.6 valid and binding and in compliance with any and all other applicable Requirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.6 will cause irreparable injury to the Collateral Agent and the Secured Parties, that the Collateral Agent and the 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 6.6 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 or is continuing under the Credit Agreement.
Sale of Pledged Stock. Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which 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 Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws.
Sale of Pledged Stock. (a) The Collateral Agent is authorized, in connection with any sale of any Pledged Stock pursuant to Section 6.7, to deliver or otherwise disclose to any prospective purchaser of the Pledged Stock: (i) any registration statement or prospectus, and all supplements and amendments thereto; (ii) any information and projections; and (iii) any other information in its possession relating to such Pledged Stock.
(b) Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which 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 Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.
Sale of Pledged Stock. The Pledgor shall not sell the Pledged Stock without the prior written consent (which consent shall not be unreasonably withheld) of the Company. In the event that the Pledgor sells a portion or all of the Pledged Stock, the Company will deliver to the buyer the corresponding number of shares of Pledged Stock against the aggregate amount of proceeds from such sale. In the event that the aggregate amount of proceeds from such sale exceeds the amount of principal and accrued interest (including, without limitation, fees, expenses or otherwise) then outstanding on the Loan (the "Surplus"), the Company shall pay the Pledgor the Surplus. If the aggregate amount of proceeds from such sale are less than the amount of principal and accrued interest (including, without limitation, fees, expenses or otherwise) then outstanding on the Loan, the Pledgor shall remain liable for any deficiency. Notwithstanding anything to the contrary in this Section 8, any sale of the Pledged Stock by the Pledgor must be in accordance with the provisions and terms of the Lock-up Agreement.
Sale of Pledged Stock. 18 6.8 Deficiency.................................................................. 19
Sale of Pledged Stock. Upon the occurrence of a default in the payment or performance of any of the Obligations, subject to all applicable grace or cure periods, or at any time thereafter, and in each and every case, the Secured Party may sell all or any portion of the Collateral in a private or public sale in accordance with applicable law (with prior notice of such sale being given to the Pledgor) and, in addition or as an alternative, pursue any and all legal and equitable remedies provided by law or any remedies specified in this Agreement. In the event a public or private sale of the Collateral is effected, it is expressly understood and agreed by Pledgor that the Secured Party shall be entitled to bid for and purchase the Collateral at such public sale or, to the extent then lawful, at such private sale. In the event of any sale, public or private, the proceeds of such sale of the Collateral shall be applied in the following order of priority:
(a) To the payment of expenses incurred in connection with any such sale, transfer or delivery of all or any portion of the Collateral;
(b) To the payment of any other costs, fees or expenses incurred or paid by the Secured Party in exercising any right, power or remedy conferred by this Agreement and the Note;
(c) To the repayment of any amount owed to the Secured Party arising out of or in connection with the Obligations or this Agreement and the Note (to the extent not addressed above); and
(d) Any balance remaining shall be paid to the person or persons entitled thereto upon proper demand being made therefor.
Sale of Pledged Stock. Unless a Remedy Event has occurred and is continuing, the Borrower may direct the Buyer to sell the Pledged Stock in such manner and at such time as the Borrower may reasonably direct; provided that (a) any such sale complies with applicable securities laws, (b) the proceeds of such sale are applied to prepay or repay the Obligations in accordance with Section 2.3, and (c) after any such sale, the Value (as measured on the date of such sale) of the Collateral, after giving effect to any prepayment or repayment of the Obligations, equals or exceeds the Initial Placement Requirement.
Sale of Pledged Stock. Each of the Pledgors acknowledges and agrees that FSB shall have the right, subject only to the terms of the LockUp Agreements as modified by the LockUp Modification Agreement and applicable federal and state securities laws, to dispose of all or any part of the Pledged Stock in accordance with the Stock Pledge Agreement upon the occurrence of any default thereunder, including without limitation, any failure of the makers to pay on demand increments of principal called for payment from time to time in accordance with the terms of the Note. Each of the Pledgors further acknowledges and agrees that no Pledgor will attempt to enjoin or otherwise contest the exercise by FSB of its right to dispose of the Pledged Stock to satisfy the Obligations and each Pledgor specifically waives any right to contest FSB's exercise of its rights to dispose of the Pledged Stock. Each of the Pledgors hereby concedes and stipulates that FSB will suffer irreparable harm as a result of any Pledgor's attempt to enjoin or otherwise contest the exercise by FSB of its right to dispose of the Pledged Stock to satisfy the Obligations.
Sale of Pledged Stock. Pledgor recognizes that Pledgee may be unable to effect a public sale of all or a part of the Pledged Stock, and may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire 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 sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that Pledgee has no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act.
Sale of Pledged Stock. POTN acknowledges and agrees that FSB shall have the right, subject only to the terms of the Lock Up Agreements as modified by the Lock Up Modification Agreement and applicable federal and state securities laws, to dispose of all or any part of the Pledged Stock in accordance with the Stock Pledge Agreement upon the occurrence of any default thereunder, including without limitation, any failure of the makers to pay on demand increments of principal called for payment from time to time in accordance with the terms of the Note. POTN further acknowledges and agrees that it will not attempt to enjoin or otherwise contest the exercise by FSB of its right to dispose of the Pledged Stock to satisfy the Obligations and POTN specifically waives any right to contest FSB's exercise of its rights to dispose of the Pledged Stock. POTN hereby concedes and stipulates that FSB will suffer irreparable harm as a result of POTN's attempt to enjoin or otherwise contest the exercise by FSB of its right to dispose of the Pledged Stock to satisfy the Obligations.
