Common use of Applicable Securities Laws Clause in Contracts

Applicable Securities Laws. Should Agent reasonably deter-mine that, prior to any public offering of any of the Collateral, such securities should be regis-tered under the '33 Act and/or registered or qualified under any other federal or state law, and that such registration and/or qualification is not practical, Pledgor agrees that it will be commercially reasonable if a private sale is arranged even though the sales price estab-lished and/or obtained may be substantially less than the price that would be obtained pursuant to a public offering. In connection with any such private sale, Agent may from time to time attempt to sell all or any part of the Collateral by a private placement, restricting bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for dis-tri-bution. In so doing, Agent may solicit offers to buy the Collateral, or any part of it for cash, from a limited number of investors deemed by Agent, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral. 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 such securities to register such securities for public sale under the '33 Act or similar law, or under applicable state securities laws. Without limiting the generality of the foregoing, the provisions of this Section would apply if, for example, Agent were to place all or any part of the Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Collateral for its own account, or if Agent placed all or any part of the Collateral privately with a purchaser or purchasers.

Applicable Securities Laws. Should Agent reasonably deter-mine determine that, prior to any public offering of any of the Collateral, such securities should be regis-tered registered under the '‘33 Act and/or registered or qualified under any other federal or state law, and that such registration and/or qualification is not practical, Pledgor agrees that it will be commercially reasonable if a private sale is arranged even though the sales price estab-lished established and/or obtained may be substantially less than the price that would be obtained pursuant to a public offering. In connection with any such private sale, Agent may from time to time attempt to sell all or any part of the Collateral by a private placement, restricting bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for dis-tri-butiondistribution. In so doing, Agent may solicit offers to buy the Collateral, or any part of it for cash, from a limited number of investors deemed by Agent, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral. 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 such securities to register such securities for public sale under the '‘33 Act or similar law, or under applicable state securities laws. Without limiting the generality of the foregoing, the provisions of this Section would apply if, for example, Agent were to place all or any part of the Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Collateral for its own account, or if Agent placed all or any part of the Collateral privately with a purchaser or purchasers.