Sale of Pledged Stock Without Registration. Pledgor recognizes that, under certain circumstances, (i) the Pledgee may be unable to effect a public sale of any or all of the Pledged Stock by reason of the Securities Act and applicable state or foreign securities laws or otherwise, but may be compelled to resort to one or more private sales 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 and who otherwise satisfy the requirements of any such applicable law, and (ii) any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale. No such sale will be deemed to have been made in a commercially unreasonable manner for the reason that it was made as a private sale rather than a public sale, and the Pledgee will be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act, or under applicable state securities laws, or otherwise comply with applicable law, even if the issuer would agree or has agreed to do so and would be able to do so.
Appears in 3 contracts
Samples: Stock Pledge Agreement (Gold & Appel Transfer Sa), Stock Pledge Agreement (Burns Donald A), Stock Pledge Agreement (Burns Donald A)
Sale of Pledged Stock Without Registration. Pledgor recognizes that, under certain circumstances, (i) the i)the Pledgee may be unable to effect a public sale of any or all of the Pledged Stock by reason of the Securities Act and applicable state or foreign securities laws or otherwise, but may be compelled to resort to one or more private sales 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 and who otherwise satisfy the requirements of any such applicable law, and (ii) any ii)any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale. No such sale will be deemed to have been made in a commercially unreasonable manner for the reason that it was made as a private sale rather than a public sale, and the Pledgee will be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act, or under applicable state securities laws, or otherwise comply with applicable law, even if the issuer would agree or has agreed to do so and would be able to do so.
Appears in 2 contracts
Samples: Stock Pledge Agreement (Gold & Appel Transfer Sa), Stock Pledge Agreement (Total Tel Usa Communications Inc)
Sale of Pledged Stock Without Registration. Pledgor recognizes that, under certain circumstances, that (i) the Pledgee Trustee may be unable to effect a public sale of any or all of the Pledged Stock by reason of the Securities Act of 1933, as amended (the "Securities Act"), and applicable state or foreign securities laws or otherwise, but may be compelled to resort to one or more private sales 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 and who otherwise satisfy the requirements of any such applicable law, and (ii) any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale. No such sale will be deemed to have been made in a commercially unreasonable manner solely for the reason that it was made as a private sale rather than a public sale, and the Pledgee Trustee will be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act, or under applicable state securities laws, or otherwise comply with applicable law, even if the issuer Issuer would agree or has agreed to do so and would be able to do so.
Appears in 2 contracts
Samples: Stock Pledge Agreement (Westpac Custodian Nominees LTD), Stock Pledge Agreement (Westpac Custodian Nominees LTD)