Common use of CONTRACTUAL RESTRICTIONS ON REPURCHASE Clause in Contracts

CONTRACTUAL RESTRICTIONS ON REPURCHASE. Notwithstanding any provision to the contrary in Section 2, if the Company is prohibited by the terms of any of the financing agreements of the Company or any of its Subsidiaries with their lenders from making any payments of any portion of the repurchase price for the Shares in cash (or if any Subsidiary is prohibited by any such financing agreement from distributing cash to the Company to pay any portion of the repurchase price for the Shares), the Company shall be entitled to complete the repurchase of such Shares by delivering to the Stockholder (or any permitted transferee thereof) (a) a check for that portion of the repurchase price, payment or distribution of which is not prohibited, and (b) a promissory note for the balance of the repurchase price. Each such promissory note shall (i) bear interest at the rate of six percent (6%) per annum, (ii) provide for the payment of the principal evidenced thereby in such installments and at such times as are permitted under the terms of the Company’s and its Subsidiaries’ financing agreements with their lenders, (iii) be subordinated to the indebtedness of the Company and its Subsidiaries to their lenders on terms satisfactory to such lenders and (iv) subject to such payment and subordination provisions, provide for the payment in full of the principal evidenced thereby and the accrued and unpaid interest thereon upon the sale of substantially all of the assets or stock of the Company.

CONTRACTUAL RESTRICTIONS ON REPURCHASE. Notwithstanding any provision to the contrary in Section 23, if the repurchase price for any Shares to be repurchased hereunder exceeds amounts owed under the Note so that after setting off payments due to the Stockholder hereunder against such amounts, the Company is prohibited by remains obligated to make payments to the Stockholder hereunder, and the terms of any of the financing agreements of the Company or any of its Subsidiaries with their lenders prohibit the Company from making any such payments of any portion of the repurchase price for the Shares in cash (or if any Subsidiary is prohibited by any such financing agreement from distributing cash to the Company to pay any portion of the repurchase price for the Shares)cash, the Company shall be entitled to complete the repurchase of such Shares by delivering to the Stockholder (or any permitted transferee thereof) (a) a check for that portion of the repurchase price, payment or distribution of which is not prohibited, and (btransferee) a promissory note for that portion of such payment which exceeds any amounts already set off against the balance of the repurchase priceNote. Each such promissory note shall (i) bear interest at the rate of six five percent (65%) per annum, (ii) provide for the payment of the principal evidenced thereby in such installments and at such times as are permitted under the terms of the Company’s 's and its Subsidiaries’ ' financing agreements with their lenders, (iii) be subordinated to the indebtedness of the Company and its Subsidiaries to their lenders on terms satisfactory to such lenders and (iv) subject to such payment restrictions and subordination provisions, provide for the payment in full of the principal evidenced thereby and the accrued and unpaid interest thereon upon the sale of substantially all of the assets or stock of the Company.

CONTRACTUAL RESTRICTIONS ON REPURCHASE. Notwithstanding any provision to the contrary in Section 23, if the repurchase price for any Shares to be repurchased hereunder exceeds amounts owed under the Note so that after setting off payments due to the Stockholder hereunder against such amounts, the Company is prohibited by remains obligated to make payments to the Stockholder hereunder, and the terms of any of the financing agreements of the Company or any of its Subsidiaries with their lenders prohibit the Company from making any such payments of any portion of the repurchase price for the Shares in cash (or if any Subsidiary is prohibited by any such financing agreement from distributing cash to the Company to pay any portion of the repurchase price for the Shares)cash, the Company shall be entitled to complete the repurchase of such Shares by delivering to the Stockholder (or any permitted transferee thereof) (a) a check for that portion of the repurchase price, payment or distribution of which is not prohibited, and (btransferee) a promissory note for that portion of such payment which exceeds any amounts already set off against the balance of the repurchase priceNote. Each such promissory note shall (i) bear interest at the rate of six five percent (65%) per annum, (ii) provide for the payment of the principal evidenced thereby in such installments and at such such, times as are permitted under the terms of the Company’s 's and its Subsidiaries’ ' financing agreements with their lenders, (iii) be subordinated to the indebtedness of the Company and its Subsidiaries to their lenders on terms satisfactory to such lenders leaders and (iv) subject to such payment restrictions and subordination provisions, provide for the payment in full of the principal evidenced thereby and the accrued and unpaid interest thereon upon the sale of substantially all of the assets or stock of the Company.

CONTRACTUAL RESTRICTIONS ON REPURCHASE. Notwithstanding any provision to the contrary in Section 23, if the repurchase price for any Shares to be repurchased hereunder exceeds amounts owed under the Note so that after setting off payments due to the Stockholder hereunder against such amounts, the Company is prohibited by remains obligated to make payments to the Stockholder hereunder, and the terms of any of the financing agreements of the Company or any of its Subsidiaries with their lenders prohibit the Company from making any such payments of any portion of the repurchase price for the Shares in cash (or if any Subsidiary is prohibited by any such financing agreement from distributing cash to the Company to pay any portion of the repurchase price for the Shares)cash, the Company shall be entitled to complete the repurchase of such Shares by delivering to the Stockholder (or any permitted transferee thereof) (a) a check for that portion of the repurchase price, payment or distribution of which is not prohibited, and (btransferee) a promissory note for that portion of such payment which exceeds any amounts already set off against the balance of the repurchase priceNote. Each such promissory note shall (i) bear interest at the rate of six five percent (65%) per annum, (ii) provide for the payment of the principal evidenced thereby in such installments and at such times as are permitted under the terms of the Company’s 's and its Subsidiaries’ 's financing agreements with their lenders, (iii) be subordinated to the indebtedness of the Company and its Subsidiaries to their lenders on terms satisfactory to such lenders and (iv) subject to such payment restrictions and subordination provisions, provide for the payment in full of the principal evidenced thereby and the accrued and unpaid interest thereon upon the sale of substantially all of the assets or stock of the Company.

CONTRACTUAL RESTRICTIONS ON REPURCHASE. Notwithstanding any provision to the contrary in Section 23, if the repurchase price for any Shares to be repurchased hereunder exceeds amounts owed under the Note so that after setting off payments due to the Stockholder hereunder against such amounts, the Company is prohibited by remains obligated to make payments to the Stockholder hereunder, and the terms of any of the financing agreements of the Company or any of its Subsidiaries with their lenders prohibit the Company from making any such payments of any portion of the repurchase price for the Shares in cash (or if any Subsidiary is prohibited by any such financing agreement from distributing cash to the Company to pay any portion of the repurchase price for the Shares)cash, the Company shall be entitled to complete the repurchase of such Shares by delivering to the Stockholder (or any permitted transferee thereof) (a) a check for that portion of the repurchase price, payment or distribution of which is not prohibited, and (btransferee) a promissory note for that portion of such payment which exceeds any amounts already set off against the balance of the repurchase priceNote. Each such promissory note shall (i) bear interest at the rate of six five percent (65%) per annum, (ii) provide for the payment of the principal evidenced thereby in such installments and at such times as are permitted under the terms of the Company’s 's and its Subsidiaries’ Subsidiaries financing agreements with their lenders, (iii) be subordinated to the indebtedness of the Company and its Subsidiaries to their lenders on terms satisfactory to such lenders and (iv) subject to such payment restrictions and subordination provisions, provide for the payment in full of the principal evidenced thereby and the accrued and unpaid interest thereon upon the sale of substantially all of the assets or stock of the Company.