Transfers by Collateral Agent Clause Samples

Transfers by Collateral Agent. If any Event of Default shall have occurred and be continuing: (i) Subject to the notice required to be given to Pledgor as specified below, Collateral Agent, at its option and without any obligation to do so, may transfer to or register in its name, or the name of any nominee(s) all or any part of the Pledged Collateral, and Collateral Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies under applicable law and of a secured party on default under the UCC; and, subject to the notice required to be given to Pledgor as specified below, Collateral Agent may also, without notice except as specified below, sell (through agents or otherwise) the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or any of Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other commercially reasonable terms as Collateral Agent may determine in its good faith judgment. Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so in its good faith judgment) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Shares for their own account in compliance with Regulation D of the Securities Act or under applicable law or under any other applicable exemption available under applicable law. Pledgor agrees that at least ten (10) Business Days notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Collateral Agent shall not be obligated to make any sale of the Pledged Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; and (ii) All cash proceeds received by Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of Collateral Agent exercised in good faith, be held by Collateral Agent as Collateral for, or upon the occurrence and continuance of an Event of Default in whole or in part by Collateral Agent against, all or any pa...