Common use of Private Sale of Pledged Shares Clause in Contracts

Private Sale of Pledged Shares. Debtor recognizes that Secured Party may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or the LLC Rights and that Secured Party may, therefore, determine to make one or more private sales of any such securities or LLC Rights to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities or LLC Rights for their own account, for investment and not with a view to the distribution or resale thereof. Debtor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to delay sale of any such securities or LLC Rights for the period of time necessary to permit the Issuer of such securities or LLC Rights to register such securities or LLC Rights for public sale under the Securities Act of 1933, as amended. Debtor further acknowledges and agrees that any offer to sell such securities or LLC Rights which has been (a) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Denver, Colorado (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (b) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9.610(c) of the UCC (or any successor or similar, applicable statutory provision) as then in effect in the State of Texas, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, as amended, and that Secured Party may, in such event, bid for the purchase of such securities or LLC Rights.

Private Sale of Pledged Shares. Debtor recognizes that Secured Party may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or the LLC Rights and that Secured Party may, therefore, determine to make one or more private sales of any such securities or LLC Rights to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities or LLC Rights for their own account, for investment and not with a view to the distribution or resale thereof. Debtor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to delay sale of any such securities or LLC Rights for the period of time necessary to permit the Issuer of such securities or LLC Rights to register such securities or LLC Rights for public sale under the Securities Act of 1933, as amended. Debtor further acknowledges and agrees that any offer to sell such securities or LLC Rights which has been (a) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of DenverDallas, Colorado Texas (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (b) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “"public disposition” sale" for the purposes of Section 9.610(c9.504(c) of the UCC (or any successor or similar, applicable statutory provision) as then in effect in the State of Texas, notwithstanding that such sale may not constitute a “"public offering” " under the Securities Act of 1933, as amended, and that Secured Party may, in such event, bid for the purchase of such securities or LLC Rightssecurities.

Private Sale of Pledged Shares. Debtor recognizes that Secured Party may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or the LLC Rights and that Secured Party may, therefore, determine to make one or more private sales of any such securities or LLC Rights to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities or LLC Rights for their own account, for investment and not with a view to the distribution or resale thereof. Debtor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to delay sale of any any, such securities or LLC Rights for the period of time necessary to permit the Issuer of such securities or LLC Rights to register such securities or LLC Rights for public sale under the Securities Act of 1933, as amended. Debtor further acknowledges and agrees that any offer to sell such securities or LLC Rights which has been (a) publicly advertised on a bona fide BONA FIDE basis in a newspaper or other publication of general circulation in the financial community of DenverDallas, Colorado Texas (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (b) made privately in the manner described above to not less than fifteen (15) bona fide BONA FIDE offerees shall be deemed to involve a “"public disposition” sale" for the purposes of Section 9.610(c9.504(c) of the UCC Code (or any successor or similar, applicable statutory provision) as then in effect in the State of Texas, notwithstanding that such sale may not constitute a “"public offering” " under the Securities Act of 1933, as amended, and that Secured Party may, in such event, bid for the purchase of such securities or LLC Rightssecurities.

Private Sale of Pledged Shares. Debtor Borrower recognizes that Secured Party Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or the LLC Rights and that Secured Party Agent may, therefore, determine to make one or more private sales of any such securities or LLC Rights to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities or LLC Rights for their own account, for investment and not with a view to the distribution or resale thereof. Debtor Borrower acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Secured Party Agent shall have no obligation to delay the sale of any such securities or LLC Rights for the period of time necessary to permit the Issuer of such securities or LLC Rights Borrower to register such securities or LLC Rights (with no obligation of Borrower to accomplish such registration) for public sale under the Securities Act of 1933, as amended. Debtor Borrower further acknowledges and agrees that any offer to sell such securities or LLC Rights which has been (a) publicly advertised on a bona fide BONA FIDE basis in a newspaper or other publication of general circulation in the financial community of DenverDallas, Colorado Texas (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (b) made privately in the manner described above to not less than fifteen (15) bona fide BONA FIDE offerees shall be deemed to involve a “"public disposition” sale" for the purposes of Section 9.610(c9.504(c) of the UCC Code (or any successor or similar, applicable statutory provision) as then in effect in the State of Texas, notwithstanding that such sale may not constitute a “"public offering” " under the Securities Act of 1933, as amended, and that Secured Party Agent may, in such event, bid for the purchase of such securities or LLC Rightssecurities.

Private Sale of Pledged Shares. Debtor recognizes Debtors recognize that Secured Party may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or the LLC Rights and that Secured Party may, therefore, determine to make one or more private sales of any such securities or LLC Rights to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities or LLC Rights for their own account, for investment and not with a view to the distribution or resale thereof. Debtor acknowledges Debtors acknowledge that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to delay sale of any such securities or LLC Rights for the period of time necessary to permit the Issuer of such securities or LLC Rights to register such securities or LLC Rights for public sale under the Securities Act of 1933, as amendedamended (the “Securities Act”). Debtor Debtors further acknowledges acknowledge and agrees agree that any offer to sell such securities or LLC Rights which has been (a) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of DenverDallas, Colorado Texas (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (b) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9.610(c) of the UCC (or any successor or similar, applicable statutory provision) as then in effect in the State of Texas), notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, as amendedAct, and that Secured Party may, in such event, bid for the purchase of such securities or LLC Rightssecurities.

Private Sale of Pledged Shares. Debtor recognizes that Secured Party may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or the LLC Rights and that Secured Party may, therefore, determine to make one or more private sales of any such securities or LLC Rights to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities or LLC Rights for their own account, for investment and not with a view to the distribution or resale thereof. Debtor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to delay sale of any such securities or LLC Rights for the period of time necessary to permit the Issuer of such securities or LLC Rights to register such securities or LLC Rights for public sale under the Securities Act of 1933, as amended. Debtor further acknowledges and agrees that any offer to sell such securities or LLC Rights which has been (a) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Denver, Colorado (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (b) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9.610(c) of the UCC (or any successor or similar, applicable statutory provision) as then in effect in the State of Texas, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, as amended, and that Secured Party may, in such event, bid for the purchase of such securities or LLC Rightssecurities.

Private Sale of Pledged Shares. Debtor recognizes that ------------------------------ Secured Party may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or the LLC Rights and that Secured Party may, therefore, determine to make one or more private sales of any such securities or LLC Rights to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities or LLC Rights for their own account, for investment and not with a view to the distribution or resale thereof. Debtor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to delay sale of any such securities or LLC Rights for the period of time necessary to permit the Issuer of such securities or LLC Rights to register such securities or LLC Rights for public sale under the Securities Act of 1933, as amendedamended (the "Securities Act"). Debtor further acknowledges and agrees that any offer to sell such securities or LLC Rights which has been (a) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Denver, Colorado (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (b) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “"public disposition” " for the purposes of Section 9.610(c) of the UCC (or any successor or similar, applicable statutory provision) as then in effect in the State of Texas), notwithstanding that such sale may not constitute a “"public offering” " under the Securities Act of 1933, as amendedAct, and that Secured Party may, in such event, bid for the purchase of such securities or LLC Rightssecurities.

Private Sale of Pledged Shares. Debtor recognizes that Secured Party Majority Lenders may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or the LLC Rights and that Secured Party Majority Lenders or Agent (at Majority Lenders' direction) may, therefore, determine to make one or more private sales of any such securities or LLC Rights to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities or LLC Rights for their own account, for investment and not with a view to the distribution or resale thereof. Debtor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Secured Party Majority Lenders or Agent (at Majority Lenders' direction) shall have no obligation to delay sale of any such securities or LLC Rights for the period of time necessary to permit the Issuer of such securities or LLC Rights to register such securities or LLC Rights for public sale under the Securities Act of 1933, as amendedAct. Debtor further acknowledges and agrees that any offer to sell such securities or LLC Rights which has been (ai) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of DenverDallas, Colorado Texas (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (bii) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “"public disposition” sale" for the purposes of Section 9.610(c9.504(c) of the UCC (or any successor or similar, applicable statutory provision) as then in effect in the State of Texas), notwithstanding that such sale may not constitute a “"public offering” " under the Securities Act of 1933, as amendedAct, and that Secured Party Agent may, in such event, bid for the purchase of such securities or LLC Rightssecurities.

Private Sale of Pledged Shares. Debtor recognizes that Secured Party may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or the LLC Rights and that Secured Party may, therefore, determine to make one or more private sales of any such securities or LLC Rights to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities or LLC Rights for their own account, for investment and not with a view to the distribution or resale thereof. Debtor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to delay sale of any such securities or LLC Rights for the period of time necessary to permit the Issuer of such securities or LLC Rights to register such securities or LLC Rights for public sale under the Securities Act of 1933, as amended. Debtor further acknowledges and agrees that any offer to sell such securities or LLC Rights which has been (a) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Denver, Colorado (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (b) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9.610(c) of the UCC (or any successor or similar, applicable statutory provision) as then in effect in the State of Texas, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, as amended, and that Secured Party may, in such event, bid for the purchase of such securities or LLC Rightssecurities. Notwithstanding anything herein to the contrary, Secured Party acknowledges that any sale hereunder with respect to a PUC Subsidiary may be subject to the approval of any applicable public utility commission having regulatory authority over such PUC Subsidiary.

Private Sale of Pledged Shares. Debtor recognizes that Secured Party may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or the LLC Rights and that Secured Party may, therefore, determine to make one or more private sales of any such securities or LLC Rights to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities or LLC Rights for their own account, for investment and not with a view to the distribution or resale thereof. Debtor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to delay sale of any such securities or LLC Rights for the period of time necessary to permit the Issuer of such securities or LLC Rights to register such securities or LLC Rights for public sale under the Securities Act of 1933, as amendedamended (the “Securities Act”). Debtor further acknowledges and agrees that any offer to sell such securities or LLC Rights which has been (a) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Denver, Colorado (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (b) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9.610(c9-610(c) of the UCC (or any successor or similar, applicable statutory provision) as then in effect in the State of Texas), notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, as amendedAct, and that Secured Party may, in such event, bid for the purchase of such securities. Any sale of the Collateral shall be conducted in accordance with all applicable securities or LLC Rightsand other laws then in effect.