Common use of Sale of Pledged Securities Clause in Contracts

Sale of Pledged Securities. Any sale pursuant to Section 5.1 may be made, with or without any special condition as to the upset price, reserve bid, title or evidence of title or other matter and may be made from time to time as the Agent in its sole discretion deems appropriate, with power to vary or rescind any sale or buy in at any public sale and resell without being answerable for any loss. The Agent may sell the Pledged Securities for a consideration payable by instalments either with or without taking security for the payment of the instalments and may make and deliver to any purchaser good and sufficient conveyances of the Pledged Securities and give receipts for the purchase money, and the sale shall be a perpetual bar, both at law and in equity, against the Pledgor and all those claiming an interest by, from, through or under the Pledgor. If there is a sale pursuant to Section 5.1, the Pledgor agrees to provide all information, certificates and consents required under applicable securities laws or under the rules, by-laws or policies of the exchange(s) on which any of the Pledged Securities may be listed and posted for trading to permit the sale of the Pledged Securities in compliance with such applicable securities laws, rules, by-laws or policies. The Pledgor recognizes that the Agent may be unable to effect a public sale of any or all of the Pledged Securities, or to sell any or all of the Pledged Securities as a control block sale at more than a stated premium to the “market price” of any securities forming part of the Pledged Securities, by reason of certain provisions contained in the Securities Act (Ontario) and applicable securities laws of other jurisdictions but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire the Pledged Securities as principal and to comply with any other resale restrictions provided for in the Securities Act (Ontario) and other applicable securities laws. The Pledgor agrees that any private sale may result in prices and other terms less favourable to the seller than if the sale were a public sale or a control block sale and, notwithstanding such circumstances, agrees that any private sale shall not be deemed to have been made in a commercially unreasonable manner solely by reason of its being a private sale. The Agent shall be under no obligation to delay a sale of any of the Pledged Securities for the period of time necessary to permit the Issuer of the Pledged Securities to qualify the Pledged Securities for public sale under the Securities Act (Ontario) or under applicable securities laws of other jurisdictions even if the Issuer would agree to do so, or to permit a prospective purchaser to make a formal offer to all or substantially all holders of any class of securities forming any part of the Pledged Securities.

Sale of Pledged Securities. Any Secured Party is authorized, at any sale pursuant of the Pledged Securities, if it deems it advisable, to Section 5.1 restrict the prospective bidders or purchasers to those persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to distribution or sale of any of the Pledged Securities. Upon any such sale, Secured Party shall have the right to deliver, assign, and transfer to the purchaser thereof the Pledged Securities so sold. Each purchaser at any such sale shall hold the property sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Debtor which hereby specifically waives all rights of redemption, stay, or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted, and such waiver shall be deemed to have been made after an Event of Default. Secured Party shall give Debtor seven days written notice of its intention to make any such public or private sale, or sale at broker's board or on a securities exchange. Such notice, in case of sale at broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made, with and the day on which the Pledged Securities, or without that portion thereof so being sold, which will first be offered for sale at such board or exchange. Secured Party shall have no obligation to disclose or provide any special condition as to information concerning the upset price, reserve bid, title issuers or evidence of title or other matter and may be made from time to time as the Agent in its sole discretion deems appropriate, with power to vary or rescind any sale or buy in at any public sale and resell without being answerable for any loss. The Agent may sell the Pledged Securities for a consideration payable by instalments either with or without taking security for the payment of the instalments and may make and deliver to any purchaser good and sufficient conveyances prospective purchasers of the Pledged Securities and give receipts for the purchase moneySecurities, other than information in its possession at such time, and the sale Debtor agrees and acknowledges that it shall be a perpetual barcommercially reasonable for any notices of any such sale, both at law and in equitypublished or otherwise, against the Pledgor and all those claiming an interest by, from, through or under the Pledgorto specifically so state. If there is a At any such sale pursuant to Section 5.1, the Pledgor agrees to provide all information, certificates and consents required under applicable securities laws or under the rules, by-laws or policies of the exchange(s) on which any of the Pledged Securities may be listed sold in one lot as an entirety or in separate parcels, as Secured Party may elect, and posted any such election shall be presumed to be commercially reasonable. Secured Party shall not be obligated to make any such sale pursuant to any such notice. Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for trading the sale, and such sale may be made at any time or place to permit which the same may be so adjourned. In case of any sale of all or any part of the Pledged Securities in compliance with such applicable securities lawson credit or for future delivery, rules, by-laws or policies. The Pledgor recognizes that the Agent Pledged Securities so sold may be unable retained by Secured Party until the selling price is paid by the purchaser thereof; but Secured Party shall not incur any liability in case of the failure of such purchaser to effect a public sale take and pay for the Pledged Securities so sold, and, in case of any such failure, such Pledged Securities may again be sold upon like notice. Secured Party may also, at its discretion, proceed by a suit or all suits at law or in equity to foreclose the pledge and sell the Pledged Securities, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval, or authorization of any federal, state, municipal, or other governmental department, agency, or authority should be necessary to effectuate any sale or other disposition of the Pledged Securities, or to sell any or all of the Pledged Securities as a control block sale at more than a stated premium to the “market price” of any securities forming part disposition of the Pledged Securities, by reason of certain provisions contained in the Securities Act (Ontario) or any part thereof; Debtor will execute all such applications and applicable securities laws of other jurisdictions but instruments as may be compelled required in connection with securing any such consent, approval, or authorization, and will otherwise use its best efforts to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire secure the Pledged Securities as principal and to comply with any other resale restrictions provided for in the Securities Act (Ontario) and other applicable securities lawssame. The Pledgor agrees that any private Any sale may result in prices and other terms less favourable to the seller than if the sale were a public sale or a control block sale and, notwithstanding such circumstances, agrees that any private sale shall not be deemed to have been made in a commercially unreasonable manner solely by reason of its being a private sale. The Agent shall be under no obligation to delay a sale of any of the Pledged Securities for conditioned upon the period receipt of time necessary to permit the Issuer of the Pledged Securities to qualify the Pledged Securities for public sale under the Securities Act (Ontario) or under applicable securities laws of other jurisdictions even if the Issuer would agree to do soany such consent, approval, or authorization shall be presumed to permit a prospective purchaser to make a formal offer to all or substantially all holders of any class of securities forming any part of the Pledged Securitiesbe commercially reasonable.

Sale of Pledged Securities. The Lender shall give to the applicable Grantor notice of any sale pursuant to Subsection 6.1. Any sale pursuant to this Section 5.1 6.6 may be made, whether commercially reasonable or not, with or without any special condition as to the upset price, reserve bid, title or evidence of title or other matter and may be made from time to time as the Agent Lender in its sole discretion deems appropriatefit, with power to vary or rescind any sale or buy in at any public sale and resell without being answerable for any loss. The Agent Lender may sell the Pledged Securities for a consideration payable by instalments either with or without taking security for the payment of the instalments and may make and deliver to any purchaser good and sufficient conveyances of the Pledged Securities and give receipts for the purchase money, and the sale shall be a perpetual bar, both at law and in equity, against the Pledgor Grantor and all those claiming an interest by, from, through or under the PledgorGrantor. If there is a sale pursuant to this Section 5.16.6, the Pledgor Grantor agrees to provide all information, certificates and consents required under applicable securities laws Applicable Laws or under the rules, by-laws or policies of the exchange(s) exchanges on which any of the Pledged Securities may be listed and posted for trading to permit the sale of the Pledged Securities in compliance with such applicable securities lawsthe Applicable Laws, rules, by-laws or policies. The Pledgor recognizes Without limiting the generality of Section 6.1, the Grantor acknowledges that when disposing of any of the Agent Pledged Securities, the Lender may be unable to effect a public sale of any or all of the Pledged Securities, or to sell any or all of the Pledged Securities as a control block sale at more than a stated premium to the “market price” of any securities forming part of the Pledged Securities, by reason of certain provisions contained in the Securities Act (Ontario) and PLEDGE AND SECURITY AGREEMENT applicable securities laws of other jurisdictions but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire the Pledged Securities as principal and to comply with any other resale restrictions provided for in the Securities Act (Ontario) and other applicable securities lawsLaws. The Pledgor Grantor acknowledges and agrees that any private sale may result in prices and other terms less favourable to the seller Grantor than if the sale were a public sale or a control block sale and, notwithstanding such circumstances, agrees that any private sale shall not be deemed to have been made in a commercially unreasonable manner solely by reason of its being a private sale. The Agent Lender shall be under no obligation to delay a sale of any of the Pledged Securities for the period of time necessary to permit the Issuer issuer of the Pledged Securities to qualify the Pledged Securities for public sale under the Securities Act (Ontario) or under applicable securities laws Laws of other jurisdictions even if the Issuer issuer would agree to do so, or to permit a prospective purchaser to make a formal offer to all or substantially all holders of any class of securities forming any part of the Pledged Securities. In addition, since United States federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Securities may be effected, the Grantor agrees that the Lender may attempt to sell in the United States all or any part of the Pledged Securities by a private placement. In so doing, the Lender may solicit offers to buy all or any part of the Pledged Securities for cash, from a limited number of investors deemed by the Lender, in its sole discretion, to be responsible parties who might be interested in purchasing the Pledged Securities. If the Lender shall solicit offers from not less than five investors, then the acceptance by the Lender of the highest offer obtained shall be deemed to be a commercially reasonable method of disposition of the Pledged Securities.

Sale of Pledged Securities. Any sale pursuant to Section 5.1 may be made, with or without any special condition as to the upset price, reserve bid, title or evidence of title or other matter and may be made from time to time as the Agent in its sole discretion deems appropriate, with power to vary or rescind any sale or buy in at any public sale and resell without being answerable for any loss. The Agent may sell the Pledged Securities for a consideration payable by instalments either with or without taking security for the payment of the instalments and may make and deliver to any purchaser good and sufficient conveyances of the Pledged Securities and give receipts for the purchase money, and the sale shall be a perpetual bar, both at law and in equity, against the Pledgor and all those claiming an interest by, from, through or under the Pledgor. If there is a sale pursuant to Section 5.1, the Pledgor agrees to provide all information, certificates and consents required under applicable securities laws or under the rules, by-laws or policies of the exchange(s) on which any of the Pledged Securities may be listed and posted for trading to permit the sale of the Pledged Securities in compliance with such applicable securities laws, rules, by-laws or policies. The Pledgor Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all of the Pledged Securities, or to sell any or all of the Pledged Securities as a control block sale at more than a stated premium to the “market price” of any securities forming part of the Pledged Securities, by reason of certain provisions prohibitions contained in the Securities Act (Ontario) and applicable state securities laws of other jurisdictions but or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who which will be obligated obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the Pledged Securities as principal distribution or resale thereof. Each Grantor acknowledges and to comply with any other resale restrictions provided for in the Securities Act (Ontario) and other applicable securities laws. The Pledgor agrees that any such private sale may result in prices and other terms less favourable to the seller favorable than if the such sale were a public sale or a control block sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by reason of its being a private salereasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Securities for the period of time necessary to permit the Issuer of the Pledged Securities thereof to qualify the Pledged Securities register such securities for public sale under the Securities Act (Ontario) Act, or under applicable state securities laws of other jurisdictions laws, even if the such Issuer would agree to do so, . Each Grantor agrees to use its reasonable best efforts to do or cause to permit a prospective purchaser be done all such other acts as may be necessary to make a formal offer to such sale or sales of all or substantially all holders of any class of securities forming any part portion of the Pledged SecuritiesSecurities pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable Governmental Requirements. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the other Secured Persons, that the Administrative Agent and the other Secured Persons have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Credit Agreement.