Common use of Sale Without Registration Clause in Contracts

Sale Without Registration. The Executive recognizes that registration under the Securities Act of 1933, as amended (the “Securities Act”) (or other applicable law), of the Collateral or compliance with the rules thereunder might be required in order to effect any public sale of the Collateral and that the Company may desire to effect one or more private or other sales not requiring such registration or compliance in order to avoid the attendant delays and uncertainty of such registration and compliance. The Executive therefore agrees that if, at any time the Company shall determine to exercise its rights hereunder to sell all or part of the Collateral, the Company, in its sole and absolute discretion, may elect not to register the Collateral in question under the Securities Act (or other applicable law) and that the Company may, in its sole and absolute discretion, sell such Collateral by private or other sale not requiring such registration in such manner and circumstances at the Company’s sole and absolute discretion in order to effect such a sale in a commercially reasonable manner without such registration. Without limiting the generality of the foregoing, the Company may, in its sole and absolute discretion, (a) approach and negotiate with one or more possible purchasers to effect such sale and (b) restrict such sale to one or more purchasers, each of whom will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Collateral. The Executive hereby agrees that such manner of disposition is commercially reasonable, and that the Company shall not incur any responsibility for selling all or part of the Collateral at a private or other sale, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until after registration under the Securities Act or until made pursuant to one or more rules or other exemptions from the registration provisions under the Securities Act (or other applicable law).