Date and Location: Pursuant to § 9-610 and other applicable provisions of the Illinois Uniform Commercial Code and the corresponding provisions of the Uniform Commercial Code in all other applicable jurisdictions (“UCC”) and the Loan Documents, Agent, on behalf of the Lenders, will offer the Stock for sale in a single block to a single purchaser at a public sale to be held at the offices of Goldberg Kohn, 55 E. Monroe St., Ste. 3300, Chicago, IL at 12:00 p.m. Central Time on December 21, 2017 (“Sale Date”). Agent will make financial information and other diligence information in its possession with respect to the Stock and Company available for review by Qualified Bidders.
On information and belief, the Nelbud Pledgors are currently party to one or more agreements, including one or more stockholders agreements (“Designated Agreements”). No rights under any Designated Agreement shall be included in the Stock except to the extent that such rights are assignable under applicable law under Article 9 of the UCC, including with the consent of the non-Nelbud Pledgor party as may be required.
Based on disclosures made by Company to Agent, certain options exist to purchase certain shares of common stock of Company (“Options”). On information and belief, the Options are fully vested and exercisable by the holders. The Stock being offered for public sale by Agent does not include, and expressly excludes, the rights and interests of any holders in any Options.
WITHOUT LIMITING THE FOREGOING, The STOCK will be offered for PURCHASE at the Sale in A SINGLE BLOCK on an “AS IS, WHERE IS” basis, with all faults, and without ANY recourse, representation, guarantee, or warranty of any kind or nature, whether express, implied or statutory, including any REPRESENTATION, GUARANTEE, OR warranty AS TO, OR relating to, merchantability, fitness for a particular purpose, quiet enjoyment, title, possession, or the like. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AGENT HEREBY EXPRESSLY DISCLAIMs ANY AND ALL REPRESENTATIONS, GUARANTEES, AND WARRANTIES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING ANY and all WARRANTIES OF MERCHANTABILITY, warranties OF FITNESS FOR A PARTICULAR PURPOSE, and warranties of quiet enjoyment, title, possession, or the like. AGENT WILL NOT BE, AND WILL NOT BE DEEMED TO BE, LIABLE IN ANY MANNER WHATSOEVER FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER. AGENT will not incur any costs or expenses, or OTHERWISE be liable or responsible in any manner for any obligations, whatsoever ARISING OUT OF OR related to the transfer, delivery, or performance of any of the STOCK.
THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, NOR THE SOLICITATION OF AN OFFER TO BUY, THE STOCK TO OR FROM ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED.
Agent will apply the proceeds received for the Stock at such sale pursuant to the terms of the Credit Agreement or as the holders of indebtedness pursuant to the Credit Agreement may otherwise agree. Agent and the Lenders reserve all of their respective rights against Company, the Nelbud Pledgors, the other Grantors, and any other obligor for any and all of the Company Obligations and the Guarantor Obligations remaining after such sale. Each Nelbud Pledgor is entitled to an accounting of the unpaid Guarantor Obligations secured by the Stock; any such accounting may be requested free of charge by contacting Agent and its counsel in accordance with Section 8.2 of the Collateral Agreement.
If you would like to become a Qualified Bidder or have any questions about the public sale, please contact Vito Mitria of Beacon Management Advisors, LLC, as Agent’s financial advisor, for additional information: Vito Mitria; Beacon Management Advisors, LLC; 1953 N. Clybourn Ave., #316, Chicago, IL 60614; Email: [email protected]
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