Common use of Company Put Restriction Clause in Contracts

Company Put Restriction. Should the Company and/or the Special Purchaser be prohibited by applicable law or prohibited under any credit agreement (or other debt agreement) applicable to the Company from effecting the purchase pursuant to Sections 15(d) and 17(b) (a “Company Put Restriction”) (provided that a credit or other debt agreement shall not be considered to create a Company Put Restriction if the payment of the Cash Consideration can be effected by application of any provision, election or “basket” available under the agreement, in which case the Company shall be required to cause the Special Purchaser to effect the purchase of the LCC Put Shares to the extent permitted under such agreement), then the Company shall notify Loral, PSP and the Participant in writing (a “Company Restriction Notice”) and shall not be obligated to cause the Special Purchaser to purchase the LCC Put Shares to the extent prohibited by the Company Put Restriction. The Company shall use commercially reasonable efforts to overcome (or obtain a waiver of) any Company Put Restriction and shall send a subsequent written notice (the “Company Restriction Elimination Notice”) to Loral and PSP and, unless a Loral Call or Shareholder Backstop with respect to all of the LCC Put Shares shall have previously closed, the Participant, promptly after the Company determines that the Company Put Restriction no longer applies. In such event, Participant shall once again have the right, within seven (7) days from the date of the Company Restriction Elimination Notice to exercise the LCC Put Right by delivering a new LCC Put Notice for the LCC Put Shares, less the Shares, if any, acquired by Loral pursuant to the Loral Call, in which event the LCC Put Right shall be effected subject to and in accordance with the provisions of this Section 15 (provided that if the Implicit Loral Purchase Price per Telesat Share has already been determined in response to Participant’s original LCC Put Notice and there has not been a subsequent Material Change, such determination shall remain valid and the Implicit Loral Purchase Price per Telesat Share will not be determined again in response to any subsequent LCC Put Notice given pursuant to this sentence). In the event of a Company Put Restriction or a default by the Special Purchaser in purchasing the LCC Put Shares upon exercise of the LCC Put Right, then Loral shall purchase all of the LCC Put Shares; provided, however, that PSP shall have the right, but not the obligation, exercisable upon written notice to Loral and the Participant not more than five (5) days after PSP’s receipt of the Company Restriction Notice, to purchase a percentage of the LCC Put Shares determined by dividing the number of Equity Shares owned by PSP immediately prior to the Loral Only Change of Control by the total number of Equity Shares owned collectively by Loral and PSP at such time, in which case upon any such exercise by PSP the number of LCC Put Shares to be purchased by Loral shall be reduced accordingly (any such purchase of LCC Put Shares by Loral and/or PSP, a “Shareholder Backstop”). The consideration paid to the Participant by Loral upon a Shareholder Backstop shall at the election of Loral, be either (i) Cash Consideration or (ii) if in connection with the Loral Only Change of Control the holders of Loral Common Stock receive consideration for their shares in a form other than solely cash (“Non-Cash/Mixed Consideration”), the Non-Cash/Mixed Consideration (to the extent the Non-Cash/Mixed Consideration consists of more than one type of consideration (e.g. cash and notes), the consideration paid to the Participant shall be the same types of consideration in the same proportion as received by the holders of Loral Common Stock); provided that Loral may, at its option, deliver cash to the Participant in place of some or all of the Non-Cash/Mixed Consideration. The consideration paid to the Participant by PSP in the event that it elects to participate in a Shareholder Backstop shall be in the form of cash. Notwithstanding anything to the contrary contained in this Section 15(e), the obligation of Loral to effect a Shareholder Backstop, and PSP’s right to effect a Shareholder Backstop, shall cease in the event that, subject to the prior written consent of Loral and PSP, the Participant enters into a separate agreement or arrangement with the purchaser under a Loral Only Change of Control or the Company regarding the treatment of the LCC Put Shares owned by the Participant and issued upon exercise of the Award in connection with any such Loral Only Change of Control.