Common use of Securities Laws Transfer Clause in Contracts

Securities Laws Transfer. (1) Immediately upon the occurrence and during the continuance of an Event of Default, Pledgor hereby grants to Secured Party the right to have the Collateral, or any portion thereof, registered and sold under the Securities Act of 1933, as amended ("Securities Act"), or under any applicable state blue sky laws. If Secured Party shall determine to exercise its right to sell any or all of the Collateral pursuant to the terms hereof, and if in the reasonable opinion of Secured Party it is necessary or advisable to have the Collateral (or that portion thereof to be sold) registered under the provisions of the Securities Act, Pledgor will cause the issuer of the Collateral to execute and deliver, and cause the directors and officers thereof to execute and deliver, all at Pledgor's and/or such issuer'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 or, in the opinion of Secured Party, advisable to register such Collateral 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 year from the date of the first public offering of such Collateral, or that portion thereof to be sold, and to make all amendments thereto and/or to the related prospectus which, in the opinion of Secured Party, are necessary or advisable, all in conformity with the requirements of applicable law. Pledgor agrees to cause the issuer of the Collateral to comply with the provisions of the securities or "blue sky" laws of any jurisdiction which Secured Party shall designate and to cause the issuer of the Collateral to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act. (2) Pledgor recognizes that Secured Party may be unable to effect a public sale of any or all of the Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, 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 Collateral for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale conducted in the manner described herein may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any private sale shall be made in a commercially reasonable manner. Secured Party shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit the issuer of the Collateral to register such Collateral for public sale under the Securities Act, or under applicable state securities laws, even if the issuer of the Collateral would agree to do so. (3) Pledgor further agrees to do or cause to be done all such other acts and things as may be necessary to make any sales of any portion or all of the Collateral pursuant to paragraphs (b)(1) and (b)(2) of this Section 5 valid and binding and in compliance with any and all applicable laws (including, without limitation, the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission applicable thereto), regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at Pledgor's expense. Pledgor further agrees that a breach of any of the covenants contained in this Section 5 will cause irreparable injury to Secured Party and that Secured Party may not have an adequate remedy at law in respect of such breach. As a consequence, Pledgor agrees that each and every covenant contained in this Section shall be specifically enforceable against Pledgor. To the extent permitted by applicable law, Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (4) Pledgor agrees (A) that in the event Secured Party shall, upon any Event of Default, sell the Collateral or any portion thereof, at a private sale or sales, Secured Party shall have the right to rely upon the advice and opinion of a member of a nationally recognized investment banking firm acceptable to Secured Party, as to the best price reasonably obtainable upon such a private sale thereof, and (B) in the absence of fraud, willful misconduct and gross negligence, that such reliance shall be conclusive evidence that Secured Party handled such matter in a commercially reasonable manner under the UCC.

Securities Laws Transfer. (1) a. Immediately upon the occurrence and during the continuance of an a Event of Default, Pledgor hereby grants to Secured Party Lender the right to have the Collateral, or any portion thereof, registered and sold under the Securities Act of 1933, as amended ("Securities Act"), or under any applicable state blue sky laws. If Secured Party Lender shall determine to exercise its right to sell any or all of the Collateral pursuant to the terms hereof, and if in the reasonable opinion of Secured Party Lender it is necessary or advisable to have the Collateral (or that portion thereof to be sold) registered under the provisions of the Securities Act, Pledgor will cause the issuer of the Collateral to execute and deliver, and cause the directors and officers thereof to execute and deliver, all at Pledgor's and/or such issuer's expense, deliver all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the opinion of Secured PartyLender advisable, advisable to register such Collateral 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 year from the date of the first public offering of such Collateral, or that portion thereof to be sold, and to make all amendments thereto and/or to the related prospectus which, in the opinion of Secured PartyLender, are necessary or advisable, all in conformity with the requirements of applicable law. Pledgor shall be liable for any costs and expenses incurred in connection with the registration of the Collateral pursuant to this paragraph (a). Pledgor agrees to cause the issuer of the Collateral to comply with the provisions of the securities or "blue sky" laws of any jurisdiction which Secured Party Lender shall designate and to cause the issuer of the Collateral to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act. (2) b. Pledgor recognizes that Secured Party Lender may be unable to effect a public sale of any or all of the Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, 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 Collateral for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale conducted in the manner described herein may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any private sale shall be made in a commercially reasonable mannersale. Secured Party Lender shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit the issuer of the Collateral to register such Collateral for public sale under the Securities Act, or under applicable state securities laws, even if the issuer of the Collateral would agree to do so. (3) c. Pledgor further agrees to do or cause to be done all such other acts and things as may be necessary to make any sales of any portion or all of the Collateral pursuant to paragraphs (b)(1a) and (b)(2b) of this Section 5 valid and binding and in compliance with any and all applicable laws (including, without limitation, the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission applicable thereto), regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at Pledgor's expense. Pledgor further agrees that a breach of any of the covenants contained in this Section 5 section will cause irreparable injury to Secured Party Lender and that Secured Party Lender may not have an adequate remedy at law in respect of such breach. As a consequence, Pledgor agrees that each and every covenant contained in this Section section shall be specifically enforceable against Pledgor. To the extent permitted by applicable law, Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (4) d. Pledgor agrees (Ai) that in the event Secured Party Lender shall, upon any Event of Default, sell the Collateral or any portion thereof, at a private sale or sales, Secured Party Lender shall have the right to rely upon the advice and opinion of a member of a nationally recognized investment banking firm acceptable to Secured PartyLender, as to the best price reasonably obtainable upon such a private sale thereof, and (Bii) in the absence of fraud, willful misconduct and gross negligence, that such reliance shall be conclusive evidence that Secured Party Lender handled such matter in a commercially reasonable manner under the UCCUniform Commercial Code.

Securities Laws Transfer. (1) a. Immediately upon the occurrence and during the continuance of an Event of Default, the Pledgor hereby grants to Secured Party the Administrative Lender the right to have the Collateral, or any portion thereof, registered and sold under the Securities Act of 1933, as amended ("Securities Act"), or under any applicable state blue sky laws. If Secured Party the Administrative Lender shall determine to exercise its right to sell any or all of the Collateral pursuant to the terms hereof, and if in the reasonable opinion of Secured Party the Administrative Lender it is necessary or advisable to have the Collateral (or that portion thereof to be sold) registered under the provisions of the Securities Act, the Pledgor will cause the issuer of the Collateral to execute and deliver, and cause the directors and officers thereof to execute and deliver, all at the Pledgor's and/or such issuer'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 or, in the opinion of Secured Partythe Administrative Lender, advisable to register such Collateral 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 year from the date of the first public offering of such Collateral, or that portion thereof to be sold, and to make all amendments thereto and/or to the related prospectus which, in the opinion of Secured Partythe Administrative Lender, are necessary or advisable, all in conformity with the requirements of applicable lawApplicable Law. The Pledgor agrees to cause the issuer of the Collateral to comply with the provisions of the securities or "blue sky" laws of any jurisdiction which Secured Party the Administrative Lender shall designate and to cause the issuer of the Collateral to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act. (2) b. The Pledgor recognizes that Secured Party the Administrative Lender may be unable to effect a public sale of any or all of the Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, 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 Collateral for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale conducted in the manner described herein may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any private sale shall be deemed in that instance to have been made in a commercially reasonable manner. Secured Party The Administrative Lender shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit the issuer of the Collateral to register such Collateral for public sale under the Securities Act, or under applicable state securities laws, even if the issuer of the Collateral would agree to do so. (3) c. The Pledgor further agrees to do or cause to be done all such other acts and things as may be necessary to make any sales of any portion or all of the Collateral pursuant to paragraphs (b)(1a) and (b)(2b) of this Section 5 valid and binding and in compliance with any and all applicable laws (including, without limitation, the Securities Exchange Act of 19341933, as amended, and the rules and regulations of the Securities and Exchange Commission applicable thereto), regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Pledgor's expense. The Pledgor further agrees that a breach of any of the covenants contained in this Section 5 will cause irreparable injury to the Administrative Lender and the Secured Party Parties and that the Administrative Lender and Secured Party Parties may not have an adequate remedy at law in respect of such breach. As a consequence, the Pledgor agrees that each and every covenant contained in this Section shall be specifically enforceable against the Pledgor. To the extent permitted by applicable law, The Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (4) d. The Pledgor agrees (Ai) that in the event Secured Party the Administrative Lender shall, upon any Event of Default, sell the Collateral or any portion thereof, at a private sale or sales, Secured Party the Administrative Lender shall have the right to rely upon the advice and opinion of a member of a nationally recognized investment banking firm acceptable to Secured Partythe Administrative Lender, as to the best price reasonably obtainable upon such a private sale thereof, and (Bii) in the absence of fraud, willful wilful misconduct and gross negligence, that such reliance shall be conclusive evidence that Secured Party the Administrative Lender handled such matter in a commercially reasonable manner under the UCCUniform Commercial Code.

Securities Laws Transfer. (1) a. Immediately upon the occurrence and during the continuance of an Event of Default, the Pledgor hereby grants to Secured Party the Administrative Agent the right to have the Collateral, or any portion thereof, registered and sold under the Securities Act of 1933, as amended ("Securities Act"), or under any applicable state blue sky laws. If Secured Party the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral pursuant to the terms hereof, and if in the reasonable opinion of Secured Party the Administrative Agent it is necessary or advisable to have the Collateral (or that portion thereof to be sold) registered under the provisions of the Securities Act, the Pledgor will cause the issuer of the Collateral to execute and deliver, and cause the directors and officers thereof to execute and deliver, all at the Pledgor's and/or such issuer'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 or, in the opinion of Secured Partythe Administrative Agent, advisable to register such Collateral 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 year from the date of the first public offering of such Collateral, or that portion thereof to be sold, and to make all amendments thereto and/or to the related prospectus which, in the opinion of Secured Partythe Administrative Agent, are necessary or advisable, all in conformity with the requirements of applicable lawApplicable Law. The Pledgor agrees to cause the issuer of the Collateral to comply with the provisions of the securities or "blue sky" laws of any jurisdiction which Secured Party the Administrative Agent shall designate and to cause the issuer of the Collateral to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act. (2) b. The Pledgor recognizes that Secured Party the Administrative Agent may be unable to effect a public sale of any or all of the Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, 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 Collateral for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale conducted in the manner described herein may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any private sale shall be deemed in that instance to have been made in a commercially reasonable manner. Secured Party The Administrative Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit the issuer of the Collateral to register such Collateral for public sale under the Securities Act, or under applicable state securities laws, even if the issuer of the Collateral would agree to do so. (3) c. The Pledgor further agrees to do or cause to be done all such other acts and things as may be necessary to make any sales of any portion or all of the Collateral pursuant to paragraphs (b)(1a) and (b)(2b) of this Section 5 valid and binding and in compliance with any and all applicable laws (including, without limitation, the Securities Exchange Act of 19341933, as amended, and the rules and regulations of the Securities and Exchange Commission applicable thereto), regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Pledgor's expense. The Pledgor further agrees that a breach of any of the covenants contained in this Section 5 will cause irreparable injury to the Administrative Agent and the Secured Party Parties and that the Administrative Agent and Secured Party Parties may not have an adequate remedy at law in respect of such breach. As a consequence, the Pledgor agrees that each and every covenant contained in this Section shall be specifically enforceable against the Pledgor. To the extent permitted by applicable law, The Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. (4) d. The Pledgor agrees (Ai) that in the event Secured Party the Administrative Agent shall, upon any Event of Default, sell the Collateral or any portion thereof, at a private sale or sales, Secured Party the Administrative Agent shall have the right to rely upon the advice and opinion of a member of a nationally recognized investment banking firm acceptable to Secured Partythe Administrative Agent, as to the best price reasonably obtainable upon such a private sale thereof, and (Bii) in the absence of fraud, willful wilful misconduct and gross negligence, that such reliance shall be conclusive evidence that Secured Party the Administrative Agent handled such matter in a commercially reasonable manner under the UCCUniform Commercial Code.