Common use of Sale of Pledged Stock or LLC Interest Without Registration Clause in Contracts

Sale of Pledged Stock or LLC Interest Without Registration. Pledgor recognizes that, under certain circumstances, (i) the Pledgee may be unable to effect a public sale of any or all of the Pledged Stock and/or the LLC Interest by reason of the Securities Act and applicable state or foreign securities laws or otherwise, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such property for their own account for investment and not with a view to the distribution or resale thereof and who otherwise satisfy the requirements of any such applicable law, and (ii) any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale. No such sale will be deemed to have been made in a commercially unreasonable manner for the reason that it was made as a private sale rather than a public sale, and the Pledgee will be under no obligation to delay a sale of any of the Pledged Stock and/or the LLC Interest for the period of time necessary to permit the registration of any securities for public sale under the Securities Act, or under applicable state securities laws, or otherwise comply with applicable law, even if the issuer thereof would agree or has agreed to do so and would be able to do so.