Common use of Sale of Pledged Stock Clause in Contracts

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.

Appears in 5 contracts

Samples: Credit Agreement (Hanger, Inc.), Guarantee and Collateral Agreement (Hanger Orthopedic Group Inc), Credit Agreement (Hanger Orthopedic Group Inc)

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Sale of Pledged Stock. (a) Each Grantor recognizes that the Administrative 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 Administrative 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.

Appears in 4 contracts

Samples: Credit Agreement (First Wind Holdings Inc.), Intercreditor Agreement (First Wind Holdings Inc.), Credit Agreement (First Wind Holdings Inc.)

Sale of Pledged Stock. (a) Each Grantor recognizes that the Administrative 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 Administrative 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.

Appears in 3 contracts

Samples: Guarantee and Collateral Agreement (TBC Corp), Credit Agreement (TBC Corp), Guarantee and Collateral Agreement (TBC Corp)

Sale of Pledged Stock. (a) Each Grantor recognizes that the Administrative Agent Lender may be unable to effect a public sale of any or all the Pledged Stock, Stock by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwiseotherwise or may determine that a public sale is impracticable, and not desirable or not commercially reasonable and, accordingly, may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will that shall 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 Lender 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 issuer thereof to register such securities for public sale under the Securities Act, Act or under applicable state securities laws, laws even if such Issuer issuer would agree to do so.

Appears in 2 contracts

Samples: Loan Agreement, Guaranty and Security Agreement (Amicus Therapeutics Inc)

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.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Allied Riser Communications Corp), Credit Agreement (Interstate Bakeries Corp/De/)

Sale of Pledged Stock. (a) Each Grantor recognizes that the Administrative Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, Stock by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwiseotherwise or may determine that a public sale is impracticable, and not desirable or not commercially reasonable and, accordingly, may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will that shall 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 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 issuer thereof to register such securities for public sale under the Securities Act, Act or under applicable state securities laws, laws even if such Issuer issuer would agree to do so.

Appears in 1 contract

Samples: Loan Agreement (TESARO, Inc.)

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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.

Appears in 1 contract

Samples: Credit Agreement (Hanger, Inc.)

Sale of Pledged Stock. (a) Each Grantor recognizes that the Administrative 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 Administrative 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 issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer issuer would agree to do so.

Appears in 1 contract

Samples: Omnibus Guarantee, Pledge and Security Agreement (Fuelcell Energy Inc)

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 consents to such private sale shall be deemed to have been made in a commercially reasonable mannersale. 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.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (XCel Brands, Inc.)

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