Private Sale of Securities. Pledgor recognizes that Secured Party may be unable to effect a public sale of all or any part of the securities pledged as Collateral because of restrictions in applicable federal and state securities laws and that Secured Party may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that each any such private sale may be at prices and other terms less favorable then what might have been obtained at a public sale and, notwithstanding the foregoing, agrees that each such private sale shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer to register such securities for public sale under any federal or state securities laws. Pledgor further acknowledges and agrees that any offer to sell such securities which has been made privately in the manner described above to not less than five (5) bona fide offerees shall be deemed to involve a "public sale" for the purposes of Section 9.504(c) of the Code, notwithstanding that such sale may not constitute a "public offering" under any federal or state securities laws and that Secured Party may, in such event, bid for the purchase of such securities.
Private Sale of Securities. Internet America recognizes that the Secured Party may be unable to effect a public sale of all or any part of the securities pledged as Collateral because of restrictions in applicable federal and state securities laws and that the Secured Party may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Internet America acknowledges that any such private sale may be at prices and other terms less favorable than what might have been obtained at a public sale and, notwithstanding the foregoing, agrees that each such private sale shall be deemed to have been made in a commercially reasonable manner and that the Secured Party shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer to register such securities for public sale under any federal or state securities laws.
Private Sale of Securities. Pledgor recognizes that Secured Party may deem it impracticable to effect a public sale of all or any part of the Securities and that Secured Party may, therefore, determine to make one or more private sales of any such Securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Securities for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor 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 sale shall be deemed to have been made in a commercially reasonably manner and that Secured Party shall have no obligation to delay sale of any such securities for the period of time necessary to permit Pledgor to register such Securities for public sale under the Securities Act of 1933, as amended (the “Securities Act”). Pledgor further acknowledges and agrees that any offer to sell such Securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public sale” for the purposes of Section 9-610 of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act and that Secured Party may, in such event, bid for the purchase of such Securities.
Private Sale of Securities. Pledgor and Secured Party recognize and acknowledge that Secured Party may be unable to effect a public or private sale of all or any part of the securities pledged as Collateral and that Secured Party shall, therefore, have to offer the Collateral for sale to a third party in the event of foreclosure of the security interest created by this Agreement. Pledgor further acknowledges and agrees that any offer to sell such securities which has been made privately in the manner described above to not less than five (5) bona fide offerees shall be deemed to involve a “public sale” for the purposes of Section 9.610 of the Code, notwithstanding that such sale may not constitute a “public offering” under any federal or state securities laws and that Secured Party may, in such event, bid for the purchase of such securities.
Private Sale of Securities. Subject to any transfer restrictions set forth in this Agreement, in the Purchase Agreement or under federal and state securities laws, Holder may sell or transfer any or all of its shares any Registrable Securities to any third party in a private sale if: (a) in the opinion of Company's counsel, such sale is exempt from registration or qualification under the federal and securities laws, or (b) the securities proposed to be sold are registered and/or qualified with the SEC and or under Blue Sky laws of the appropriate jurisdictions; provided, however, that in each instance a proposed sale shall be subject to a right of first refusal granted by Holder to the Company in accordance with Section 2.3 below.
Private Sale of Securities. Pledgor recognizes that registration -------------------------- under the Securities Act of 1933, as amended, of the securities included in the Collateral or compliance with the requirements of Rule 144 thereunder might be required to effect any public sale thereof and that the Secured Party may desire to effect one or more private sales pursuant to an exemption from such registration. Pledgor agrees, therefore, that, if at any time when the Secured Party shall determine to exercise any rights hereunder to sell all or part of such securities pursuant to this Section 4, the securities in question shall not be effectively registered under the Securities Act of 1933, as then in effect, the Secured Party may sell such securities by private sale not involving a public offering registered under said Act, such sale to be conducted in such manner and in such circumstances as the Secured Party may deem necessary or advisable in order that such sale may be effected without such registration. Pledgor hereby agrees that such manner of disposition is commercially reasonable, that Pledgor will, upon the Secured Party's request, give any such purchaser access to such information as may be reasonably requested to effect such disposition and that neither the Secured Party nor any other holder of any Obligations shall incur any responsibility for selling all or part of such securities at a private sale, notwithstanding the possibility that a higher price might be realized if the sale were deferred until after registration or made in compliance with said Rule 144.
Private Sale of Securities. Section 7 of the November 1, 1999 Agreement shall be deleted in its entirety and replaced with the following: "Synergy will use best efforts to arrange for the purchase of 200,000 of the Preferred Shares owned by Xxxxxxx, at a price of $1.25 per share, within no more than 150 days of effectiveness of the Registration Statement on Form SB-2 currently on file with the Securities and Exchange Commission. The Preferred Shares shall be paid for at least 25% upon the date of purchase, with the balance paid in three ratable monthly installments thereafter."
Private Sale of Securities. The Company has not, either directly or through any agent, offered any security to, solicited any offer to acquire any security from, or otherwise approached, negotiated, or communicated in respect of any security with any person in such a manner as to require that the offer or sale of such security (including the Securities) be registered or qualified pursuant to the provisions of the federal or any applicable state securities laws and the rules and regulations thereunder, and neither the Company nor any person or entity acting on its behalf will take any action prior to the Closing that would cause any such registration or qualification to be required (including any offer, issuance, or sale of any security of the Company under circumstances that might require integration of such security with the Securities under the provisions of the federal or any applicable state securities laws and the rules and regulations thereunder) or that might subject the offer, issuance, or sale of the Securities to the registration or qualification provisions of the federal or any applicable state securities laws and the rules and regulations thereunder.
Private Sale of Securities. Pledgor recognizes that Agent may be unable to effect a public sale of all or any part of the securities pledged as Collateral because of restrictions in applicable federal and state securities laws and that Agent may, therefore,
Private Sale of Securities. Synergy will either purchase, or arrange for the purchase, of 200,000 of the Preferred Shares owned by Charles, at a price of $1.25 per share, within no more than ninety (90) xxxx of the date the Company first files a registration statement (on either Form 10 or Form SB-2) with the Securities and Exchange Commission. The Preferred Shares shall be paid for at least 25% upon the date of purchase, with the balance paid in three ratable monthly installments thereafter.
