Manner of Disposition. Employee acknowledges and agrees that the Company may not be able to effect a public sale of the Collateral Stock and, accordingly, agrees that in the event of any sale, collection, realization or other disposition of or upon the Collateral Stock by the Company, in lieu of such public sale, the Company may transfer all or any portion of the Collateral Stock to itself and apply the value of such shares (at a price per share equal to the average of the daily high and low sales prices, computed to three decimal places, of the Company's stock as reported on the NYSE for the ten (10) days on which the NYSE is open and for which trades in the Company stock are reported immediately preceding the date of such action by the Company or, if one or more of such days is not a day on which the NYSE is open or the Company's stock is not traded on the NYSE for the ten (10) days immediately preceding said action for which the trades are reported) to the amounts due under or in connection with this Note.
Manner of Disposition. Each Pledgor recognizes that Bank may be unable to effect a public sale of all or part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), or in applicable state securities laws as now or hereafter in effect, unless registration or qualification, as the case may be, is accomplished. Each Pledgor acknowledges that Bank may resort to one or more private sales to a single purchaser or a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor agrees that private sales may be at prices and other terms less favorable to such Pledgor than if such Pledged Collateral were sold at public sale and that Bank has no obligation to delay the sale of any such portion of the Pledged Collateral for the period of time necessary to permit the issuer thereof to register such securities, even if it would, or should, proceed to register such securities for public sale. Each Pledgor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a “commercially reasonable” manner. Each Pledgor agrees that Bank need not approach such number and quantity of possible buyers so as to be in violation of the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any applicable state securities laws and that Bank need not approach the maximum number of possible buyers under the foregoing laws. Each Pledgor agrees that Bank shall not have any liability, direct or indirect, for any short-swing profits liability such Pledgor incurs under Section 16(b) of the Exchange Act as a result of Bank’s disposition of all or any part of the Pledged Collateral and that a disposition shall not be deemed made in bad faith or in a commercially unreasonable manner for purposes of the Code if it gives rise to short-swing profits under Section 16(b) of the Exchange Act.
Manner of Disposition. Any Company Stock required to be disposed of pursuant to Section (2)(b) shall (i) (x) if purchased by the Excess Investor or a Related Person from another Common Holder or Common Holders, be resold to such other Common Holder or Common Holders at the original purchase price and (y) each Common Holder agrees, if applicable, to purchase such Company Stock back from the Excess Investor as contemplated by the foregoing clause, or (ii) if otherwise acquired by the Excess Investor, be sold to any Person subject to the restrictions of Section (2)(a) (including, but not limited to, the Company if a sale to the Company would not cause any Person to exceed the share ownership limitations of Section (2)(a)), but within the time period set forth in Section (2)(b). Notwithstanding the foregoing, a holder of Series A Preferred Stock shall not be obligated to dispose of shares of such Stock, but it may be obligated in accordance with the foregoing to dispose of other classes of stock of the Company.
Manner of Disposition. Pledgor recognizes that Bank may be unable to effect a public sale of all or part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), or in applicable state securities laws as now or hereafter in effect, unless registration or qualification, as the case may be, is accomplished. Pledgor acknowledges that Bank may resort to one or more private sales to a single purchaser or a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor agrees that private sales may be at prices and other terms less favorable to Pledgor than if such Pledged Collateral were sold at public sale and that Bank has no obligation to delay the sale of any such portion of the Pledged Collateral for the period of time necessary to permit the issuer thereof to register such securities, even if it would, or should, proceed to register such securities for public sale. Pledgor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a “commercially reasonable”
Manner of Disposition. 60 10.4.2 Proceeds of Disposition...................................61 Section 10.5 Marshalling; Payments Set Aside...........................61 Section 10.6 Set-Off...................................................61 Section 10.7
Manner of Disposition. Any sale, lease or other disposition by the Agent of the Collateral, the Auburn Collateral or the Burlen Collateral, or any part thereof, after the occurrence of and during the continuation of an Event of Default may be for cash or other value in any number of lots at public or private sale, and the Agent or any Bank may purchase all or any part of the Collateral, the Auburn Collateral or the Burlen Collateral, at public or, if permitted by law, private sale and in lieu of actual payment of such purchase price may set off the amount of such purchase price against the Obligations. Any sales of the Collateral, the Auburn Collateral or the Burlen Collateral may be adjourned from time to time with or without notice. The Agent may, in its sole and absolute discretion, cause the Collateral, the Auburn Collateral or the Burlen Collateral, as is applicable, to remain on the Borrower's, Auburn's or Burlen's premises, as applicable, at the Borrower's expense, pending sale or other disposition thereof. The Agent shall have the right to conduct such sales on the Borrower's, Auburn's or Burlen's premises or elsewhere, at the Borrower's expense, on such occasion or occasions as the Agent may see fit. The Borrower shall, and shall cause each of Auburn and Burlen to, execute and deliver, or cause to be executed and delivered, such instruments, document assignments, deeds, waivers, certificates and affidavits and take such further action as the Agent shall require in connection with respect to such sale. Any notice required by law to be given by the Agent or any Bank with respect to any of the Collateral, the Auburn Collateral or the Burlen Collateral which is deposited in the United States mail, certified or registered, postage prepaid and duly addressed to the applicable Loan Party, at the address specified herein, in the Auburn Security Agreement, or the Burlen Security Agreement as is applicable, at least ten (10) Business days prior to a sale, lease, disposition or other intended action with respect to any of the Collateral, the Auburn Collateral or the Burlen Collateral shall constitute fair and reasonable notice of any such action. The commencement of any legal or equitable action or the rendering of any judgment or decree for any deficiency shall not affect the Agent or any Bank's security interest in the Collateral, the Auburn Collateral or the Burlen Collateral until the Obligations are fully and finally paid. The Borrower agrees that neither the Agent nor any Ba...
Manner of Disposition. 18 6.04 Application of Proceeds . . . . . . . . . . . . . . 18
Manner of Disposition. (a) The Administrative Agent and the Lenders shall incur no liability as a result of the sale, lease or other disposition of all or any part of the Collateral conducted in any commercially reasonable manner. The Company hereby waives any claims against the Administrative Agent or any Lender arising by reason of the fact that the price at which the Collateral may have been sold, leased, or otherwise disposed of was less than the price which might have been obtained by some other manner of sale, lease or other disposition or was less than the aggregate amount of the Secured Obligations, even if, in connection with a private sale or other non-public disposition, the Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree.
Manner of Disposition. The Bank shall incur no liability as a result of the sale, lease or other disposition of all or any part of the Collateral conducted in any commercially reasonable manner. The Company hereby waives any claims against the Bank arising by reason of the fact that the price at which the Collateral may have been sold, leased, or otherwise disposed of was less than the price which might have been obtained by some other manner of sale, lease or other disposition or was less than the aggregate amount of the Secured Obligations, even if, in connection with a private sale or other non-public disposition, the Bank accepts the first offer received and does not offer the Collateral to more than one offeree, so long as the Bank has acted in a commercially reasonable manner.
Manner of Disposition. Without the prior written consent of the Board, no Hanlong Party shall Transfer or permit any of its Affiliates to Transfer beneficial ownership of any Equity Securities, unless the Transfer is (i) a Transfer to a Permitted Transferee that is or becomes a party to this Agreement in accordance with Section 2.4 or (ii) a Transfer that would not otherwise result in any Person or Group (other than the Hanlong Parties or their Affiliates) acquiring beneficial ownership of more than 5% of the outstanding Common Stock fully diluted as of the date of such Transfer.
