Sale of Pledged Stock. (a) Each Grantor recognizes that the Administrative 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 Administrative 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. (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 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; and (ii) any other information in its possession relating to such Pledged Stock to the extent reasonably necessary to be disclosed in connection with such sale of Pledged Stock, 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 Stock and the recipient is informed of the confidential nature of the information.
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.
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. (a) If Monarch shall determine to exercise its right to sell any part of the Pledged Stock, and if, in the opinion of counsel for Monarch, it is necessary to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), Pledgor will use its best efforts to cause Subsidiary to (i) execute and deliver, and cause the directors and officers of Subsidiary, to execute and deliver, all at Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things, as may be necessary to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of one (1) year from the date of the first public offering of the Pledged Stock, or that portion thereof so to be sold, and to make all amendments thereto and/or to the related prospectus which, in the opinion of Monarch or its counsel, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission thereto; (ii) comply with the provisions of the securities laws and regulations of any jurisdiction which Monarch shall designate; and (iii) make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) covering a period of twelve (12) months, but not more than eighteen (18) months, beginning with the first month after the effective date of any such registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act.
Sale of Pledged Stock. 22 6.8 Deficiency..................................................................................... 22
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:
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. Lenders may sell the Pledged Stock or any part thereof at public or private sale or at any appropriate broker's board or securities exchange, for cash, on credit, or for future delivery.
Sale of Pledged Stock. (a) Borrower and Guarantors recognize that Administrative 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 of 1933, as amended, 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. Borrower and Guarantors acknowledge and agree 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, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. Administrative 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 of 1933, as amended, or under applicable state securities laws, even if such Issuer would agree to do so.
