Common use of Sale Process Clause in Contracts

Sale Process. Agent shall give the Loan Parties ten (10) Business Days’ written notice (which the Loan Parties agree is reasonable notice within the meaning of Section 9-611 of the Code or its equivalent in other jurisdictions) of Agent’s intention to make any sale of Collateral pursuant to Section 4.7. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a 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 Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Agent may (in its sole and absolute discretion) determine. Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. Agent may, without notice or publication, adjourn any public or private auction pursuant to Section 4.7 or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Collateral pursuant to Section 4.7 made on credit or for future delivery, the Collateral so sold may be retained by Agent until the sale price is paid by the purchaser or purchasers thereof, but Agent shall not incur any liability in the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon notice given in accordance with provisions above. At any public (or, to the extent permitted by law, private) sale made pursuant to Section 4.7, Agent may bid for or purchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Loan Party (all such rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and Agent may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Loan Party therefor. For purposes of this Section 4.8, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; Agent shall be free to carry out such sale pursuant to such agreement and no Loan Party shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after Agent shall have entered into such an agreement all Events of Default shall have been remedied and all Obligations (other than Unasserted Contingent Indemnification Claims) are paid in full. Any sale pursuant to the provisions of Section 4.7 or 4.8 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Code or its equivalent in other jurisdictions. Notwithstanding the foregoing, Agent and Lenders hereby acknowledge that any actions taken under this Section 4.8 shall be subject in all respects to the express approval of any Applicable Insurance Regulatory Authority required pursuant to any applicable Requirements of Law.

Sale Process. Agent (acting at the written direction of the Required Lenders) shall give the Loan Parties ten (10) Business Days’ written notice (which the Loan Parties agree is reasonable notice within the meaning of Section 9-611 of the Code or its equivalent in other jurisdictions) of Agent’s intention to make any sale of Collateral pursuant to Section 4.7. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a 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 Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Agent (acting at the written direction of the Required Lenders) may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Agent (acting at the written direction of the Required Lenders) may (in its and their respective sole and absolute discretion) determine. Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. Agent may, without notice or publication, adjourn any public or private auction pursuant to Section 4.7 or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Collateral pursuant to Section 4.7 made on credit or for future delivery, the Collateral so sold may be retained by Agent until the sale price is paid by the purchaser or purchasers thereof, but Agent shall not incur any liability in the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon notice given in accordance with provisions above. At any public (or, to the extent permitted by law, private) sale made pursuant to Section 4.7, Agent (or its designee or nominee) may bid for or purchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Loan Party (all such rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and Agent (or its designee or nominee) may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Loan Party therefor. For purposes of this Section 4.8, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; Agent (or its designee or nominee) shall be free to carry out such sale pursuant to such agreement and no Loan Party shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after Agent shall have entered into such an agreement all Events of Default shall have been remedied and remedied, all Obligations (other than Unasserted Contingent Indemnification Claims) are paid in fullfull and all Term Loan Commitments are terminated. Any sale pursuant to the provisions of Section 4.7 or 4.8 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Code or its equivalent in other jurisdictions. In connection with the foregoing, when an Event of Default is continuing, Agent shall have the right to the appointment of a receiver for the properties and assets of each Loan Party, and each Loan Party hereby consents to such rights and such appointment and hereby waives any objection such Loan Party may have thereto or the right to have a bond or other security posted by Agent. To the extent permitted by Applicable Laws, each Loan Party waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise by any Secured Party of any rights hereunder. Notwithstanding the foregoing, Agent and Lenders hereby acknowledge that any actions taken under this Section 4.8 shall be subject in all respects to the express approval of any Applicable Insurance Regulatory Authority required pursuant to any applicable Requirements of Law.

Sale Process. Agent shall give (a) Each Stockholder hereby constitutes the Loan Parties ten (10) Business Days’ written notice (which the Loan Parties agree is reasonable notice within the meaning of Section 9-611 Chief Executive Officer of the Code Company (the “Attorney”) as his, her, or its equivalent agent and attorney in other jurisdictions) fact for all matters related to the sale and transfer of Agent’s intention to make any sale of Collateral Agreement Shares pursuant to Section 4.7this Agreement. Such noticeThe power and authority of the Attorney hereunder shall include the power and authority to (i) cause the conversion of any of the Company’s preferred stock held by a Stockholder in order to yield Agreement Shares and (ii) to exercise any and all voting rights attached to the Agreement Shares. In furtherance of this authority, in each Stockholder will execute the case Transfer Power of a public sale, shall state the time Attorney annexed to this Agreement as Exhibit “B” and place for deliver such sale and, in the case power of a sale at a 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 Collateralattorney to, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Agent may fix and state in the notice (if any) of such sale. At any such saledirection of, the Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Agent may Company’s General Counsel. (in its sole and absolute discretionb) determine. Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral The Attorney shall have been given. Agent may, without notice or publication, adjourn any public or private auction pursuant the authority to Section 4.7 or cause offer and sell the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Collateral pursuant to Section 4.7 made on credit or for future delivery, the Collateral so sold may be retained by Agent until the sale price is paid by the purchaser or purchasers thereof, but Agent shall not incur any liability in the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon notice given in accordance with provisions above. At any public (or, to the extent permitted by law, private) sale made pursuant to Section 4.7, Agent may bid for or purchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Loan Party (all such rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and Agent may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Loan Party therefor. For purposes of this Section 4.8, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; Agent shall be free to carry out such sale pursuant to such agreement and no Loan Party shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after Agent shall have entered into such an agreement all Events of Default shall have been remedied and all Obligations (other than Unasserted Contingent Indemnification Claims) are paid in full. Any sale Agreement Shares pursuant to the provisions of Section 4.7 or 4.8 this Agreement on behalf of each Stockholder without the consent of any Stockholder in any particular instance provided that: (i) All offers and sales of Agreement Shares shall be deemed to conform to made without general solicitation and otherwise in a manner that would satisfy the commercially reasonable standards as provided in Section 9-610(brequirements of Rule 506(b) of the Code Securities and Exchange Commission’s (the “SEC”) Regulation D as if the Company were conducting such offers and sales. In addition, all offers and sales of Agreement Shares shall be made in compliance with (i) all other applicable federal and state securities laws and (ii) all applicable listing requirements and rules and regulations of any exchange or quotation system on which the Company’s stock is listed for trading. (ii) No Agreement Shares will be sold for a price less than 130% of a Stockholder’s ACB without the consent of such Stockholder. (iii) Each sale of Agreement Shares will include a pro-rata amount of the Agreement Shares owned by each Stockholder (not including Hypothecated Agreement Shares) unless otherwise agreed by all Stockholders. Each Stockholder’s pro-rata portion at any time shall consist of the proportion such Stockholder’s unsold Agreement Shares bears to the aggregate unsold Agreement Shares held by all Stockholders. (c) The Attorney shall be authorized to engage SEC registered broker-dealers to assist in the private sale of the Agreement Shares and to pay the fees of such brokers, and any other transaction fees, from the proceeds of sale of Agreement Shares to the extent the fees of the brokers and other transaction fees in the aggregate do not exceed 8% of the proceeds, before distributing amounts set forth in Section 4. (d) The Attorney will not cause the sale of any Agreement Shares at any time (i) officers and directors are generally prohibited from transacting in the Company’s securities under general Company policies (i.e. “blackout periods”), or (ii) when the Attorney is in possession of material nonpublic information relating to the Company, unless the private purchaser is provided with all of the material nonpublic information after executing a confidentiality agreement acceptable to the Company’s General Counsel. The Attorney will not engage any Broker-Dealer that is an Affiliate of the Company, any of the Stockholders or any member of any Stockholder’s immediate family. (e) The Attorney shall have no liability to the Stockholders for his or her actions in connection with the sale of the Agreement Shares except in the event and to the extent (i) he or she causes any of the Agreement Shares to be sold below 130% of a Stockholder’s ACB without such Stockholder’s consent, (ii) liability arises from statements made by him or her in connection with the sale of Agreement Shares which violate applicable securities laws, or (iii) he or she engages in self-dealing, fraud or willful misconduct in connection with the sale of Agreement Shares. (f) Subject to the terms hereof, and save and except for voting rights, each Stockholder will have all the rights of a stockholder with respect to the Agreement Shares while they are subject to this Agreement, including without limitation the right receive any further dividends declared thereon. If, from time to time during the Term there is (i) any stock dividend, stock split or other change in the Agreement Shares, or (ii) any merger or sale of all or substantially all of the Company’s assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Stockholder is entitled by reason of his, her, or its equivalent in other jurisdictions. Notwithstanding ownership of the foregoing, Agent and Lenders hereby acknowledge that any actions taken under this Section 4.8 Agreement Shares shall be subject in all respects to the express approval of any Applicable Insurance Regulatory Authority required pursuant to any applicable Requirements of Lawthis Agreement.