Common use of Partial Release of Pledged Shares Under Certain Circumstances Clause in Contracts

Partial Release of Pledged Shares Under Certain Circumstances. (a) So long as no Default or Event of Default is continuing at such time, the Pledgors, by a written request executed by each Pledgor and delivered to the Pledgee, shall have the right to request, from time to time prior to the Maturity Date (as set forth in the Note), that the Pledgee release from the pledge and permit a sale (in accordance with the provisions of this Section 7.5) of, specified shares of Covista Pledged Stock previously pledged to the Pledgee and held at such time by the Pledgee ("Specified Release Shares"). Such notice (a "Release Notice") shall specify the number of Specified Release Shares proposed to be sold, the price (net of sales commissions) at which such Specified Release Shares are to be sold, and the proposed acquiror of such Specified Release Shares. The Release Notice shall also certify that the proposed sale of Specified Release Shares will constitute a Permitted Sale (as defined below) and that the proposed sale will not result in any violation of or be in conflict with or constitute a default under any term of any Pledgor's certificate of incorporation or by-laws (or similar constitutive documents) or any agreement or instrument to which any Pledgor is a party or by which any Pledgor is bound or any term of any applicable law, ordinance, rule or regulation of any governmental authority or any term of any applicable order, judgment or decree of any court, arbitrator or governmental authority. (b) Upon receipt of a valid Release Notice (as determined in the sole discretion of the Pledgee), the Pledgee will use its good faith efforts to release promptly from the pledge the Specified Release Shares identified in such Release Notice and to cooperate with the Pledgors in facilitating, at the sole cost and expense of the Pledgors, a sale of such Specified Release Shares in accordance with the terms specified in such Release Notice; provided that under no circumstances shall the Pledgee be liable to any Pledgor or any other Person for any loss, liability or expense resulting from any delay in consummating a Permitted Sale (whether as a result of actions required to prepare the Specified Release Shares for sale by a Pledgor or otherwise). The Pledgors shall have the right to receive and retain the net proceeds of each Permitted Sale. (c) For the purposes of this Section 7.5, a "Permitted Sale" is a sale of Specified Release Shares that: (i) is effected at a price per share (net of commissions) equal to or exceeding $8.00 and (ii) results in net proceeds (individually for such sale and aggregated with all prior Permitted Sales) of $500,000 or less.