Deferral of Purchases. (a) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to purchase any Shares at any time pursuant to Section 4.1 or 4.2, regardless of whether it has delivered a Call Notice or received a Put Notice, (i) to the extent that the purchase of such Shares would result in (A) a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its Subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, (ii) if immediately prior to such purchase there exists a Financing Default which prohibits such purchase, or (iii) to the extent that there is a lack of available cash on hand of the Company and no cash is available to the Company. The Company shall, within fifteen (15) days of learning of any such fact, so notify Executive that it is not obligated to purchase hereunder.
(b) Notwithstanding anything to the contrary contained in Section 4.1 or 4.2, provided the Lapse Date has not occurred, any Shares which Executive or Executive’s Family Group, as applicable, has elected to sell or the Company has elected to purchase, but which in accordance with Section 5.1(a) is not purchased at the applicable time provided in Section 4.1 or 4.2, shall be purchased by the Company (x) by delivery of a note for the applicable purchase price payable in equal installments of up to three (3) years, bearing interest at the prime lending rate in effect as of the date of the exercise of the call right or at the applicable Applicable Federal Rate at such time, if greater; provided, however, that the Company shall fully satisfy its obligation under the note sooner if the purchase price is no longer restricted under Section 5.1(a), with such amount paid to Executive or Executive’s Family Group, as applicable, within fifteen (15) days after the date the prohibition is lifted or (y) if purchase by delivery of a note as described in clause (x) is not permitted due to the terms of any outstanding Company indebtedness, or otherwise, then, for the applicable purchase price (measured as of the actual purchase date) on or prior to the fifteenth (15th) day after such date or dates that the purchase of such Shares are no longer prohibited under Section 5.1(a) and the Company shall give Executive five (5) days’ prior notice of any such purchase. Notw...
Deferral of Purchases. (a) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to purchase any Units at any time pursuant to Section 4, regardless of whether it has delivered a notice of its election to purchase any such Units, (i) to the extent that the purchase of such Units or the payment to the Company or one of its subsidiaries of a cash dividend or distribution by a subsidiary of the Company to fund such purchase (together with any other purchases of Units pursuant to Section 4 or pursuant to similar provisions in agreements with other employees of the Company and its subsidiaries of which the Company has at such time been given or has given notice and together with cash dividends and distributions to fund such other purchases) would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property, (B) after giving effect thereto, in a Financing Default or (C) adverse accounting treatment for the Company, or (ii) if immediately prior to such purchase there exists a Financing Default which prohibits such purchase, dividend or distribution. The Company shall within fifteen days of learning of any such fact so notify the members of the Executive Group that it is not obligated to purchase units hereunder.
Deferral of Purchases. (a) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to purchase any Shares at any time pursuant to Section 4, regardless of whether it has delivered a Call Notice or received a Put Notice, (i) to the extent that the purchase of such Shares would result in (A) a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its Subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, (ii) if immediately prior to such purchase there exists a Financing Default which prohibits such purchase, or (iii) to the extent that there is a lack of available cash on hand of the Company and no cash is available to the Company. The Company shall, within fifteen (15) days of learning of any such fact, so notify Executive that it is not obligated to purchase hereunder.
Deferral of Purchases. Notwithstanding anything to the contrary contained herein, the Company or the IPO Corporation shall not be obligated to make payment for the purchase of any Equity Interests, Exchanged Interests or shares of vested IPO Stock at any time pursuant to Section 4.1, regardless of whether it has received a Put Notice, to the extent that the payment for the purchase of such Equity Interests, Exchanged Interests or shares of vested IPO Stock would jeopardize the ability of Laureate (or the IPO Corporation (as the case may be)) to continue as a going concern, as determined reasonably and in good faith by the Board after consultation with the Company’s or the IPO Corporation’s, as applicable, financial advisors (to the extent permitted under (and within the meaning of) Code Section 409A and any published interpretations or other guidance issued or promulgated thereunder). The Company or the IPO Corporation, as applicable, shall, within five (5) days after learning of any such determination, so notify Executive or Executive’s Family Group that it is not obligated to make payment for the purchase of the Equity Interests, Exchanged Interests or shares of vested IPO Stock hereunder and the amount of the payment that will not be made if the Company or the IPO Corporation, as applicable, is able to make a partial payment.
Deferral of Purchases. (a) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to purchase any Shares or Options at any time pursuant to Section 4, regardless of whether it has delivered a Call Notice or received a Put Notice, (i) to the extent that the purchase of such Shares and/or Options would result in (A) a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its Subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, (ii) if immediately prior to such purchase there exists a Financing Default which prohibits such purchase, or (iii) to the extent that there is a lack of available cash on hand of the Company and insufficient cash is available to the Company. The Company shall, within fifteen (15) days of learning of any such fact, so notify the Participant that it is not obligated to purchase hereunder.
Deferral of Purchases. Notwithstanding anything to the contrary contained herein, the Issuer shall not be obligated to purchase any portion of Issuer Equity at any time pursuant to Section 3, regardless of whether it has delivered a Call Notice or received a Put Notice, (i) to the extent that the purchase of such Issuer Equity or the payment to the Company or one of its Subsidiaries of a cash dividend or distribution by a Subsidiary or Affiliate of the Company that is necessary to fund such purchase (together with any other purchases of SARs pursuant to Section 3 or pursuant to similar provisions in agreements with other employees of the Company and its Subsidiaries of which the Company has at such time been given or has given notice and together with cash dividends and distributions necessary to fund such other purchases) would result in (A) a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Issuer or any of its Affiliates or any of its or their property, or (B) after giving effect thereto, an event which would constitute (or with notice or lapse of time or both would constitute) an event of default under any of the financing documents of Issuer or its Affiliates from time to time and any restrictive financial covenants contained in the organizational documents of Issuer or its Affiliates (a “Financing Default”); (ii) if immediately prior to such purchase there exists a Financing Default which prohibits such purchase; or (iii) to the extent that there is a lack of available cash on hand of the Issuer. The Issuer shall, within fifteen (15) days of learning of any such fact, so notify the Participant that it is not obligated to purchase hereunder.
Deferral of Purchases. Notwithstanding anything to the contrary contained herein, the Issuer shall not be obligated to purchase any portion of Issuer Equity at any time pursuant to Section 2, regardless of whether it has delivered a Call Notice or received a Put Notice, (i) to the extent that the purchase of such Issuer Equity would result in (A) a violation of 001366-0001-15794-Active.25831013.6
Deferral of Purchases. 11 5.2 Payment for Common Stock................................. 12
Deferral of Purchases. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to purchase any shares of Common Stock at any time pursuant to Section 3, regardless of whether it has delivered a Call Notice or received a Put Notice, (i)to the extent that the purchase of such shares would result in (A) a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its Subsidiaries or Affiliates or any of its or their property, or (B) after giving effect thereto, an event which would constitute (or with notice or lapse of time or both would constitute) an event of default under any of the financing documents of Parent, its Subsidiaries, or its Affiliates from time to time and any restrictive financial covenants contained in the organizational documents of Parent, its Subsidiaries, or its Affiliates (a “Financing Default”); (ii) if immediately prior to such purchase there exists a Financing Default which prohibits such purchase; or (iii) to the extent that there is a lack of available cash on hand of the Company. The Company shall, within fifteen (15) days of learning of any such fact, so notify the Participant that it is not obligated to purchase hereunder.
Deferral of Purchases. (a) Notwithstanding any other provisions of this Agreement, the Company shall not be obligated to purchase any shares of Common Stock at any time (w) if there exists and is continuing a Financing Default, (x) to the extent that the purchase of any shares of Common Stock pursuant to a Call Option or a Put Option or the declaration and payment of a dividend by Pike or any other subsidiary of the Company to the Company in an amount equal to that which would be paid in such purchase could, in the good faith judgment of the Board, after giving effect thereto, result in or accelerate the occurrence of a Financing Default, (y) to the extent that the Company does not have sufficient funds legally available therefor to effect such a repurchase or (z) to the extent the repurchase by the Company of any shares of Common Stock pursuant to a Call Option or a Put Option would result in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or any governmental authority applicable to the Company or any of its property (each, a “Deferral Event”).
(b) Upon the occurrence or existence of a Deferral Event, the Company shall give written notice to the Holder (or his successor or representative, as the case may be) who would be selling the shares of Common Stock to the Company but for the existence of a Deferral Event of the occurrence or existence of a Deferral Event, setting forth in reasonable detail the specifics thereof, (y) the Scheduled Put Closing Date or Scheduled Call Closing Date (as the case may be) shall be deferred until the first business day that it may occur without any such Deferral Event existing or resulting (the “Clear Date”) and (z) the period of time during which the Put Holder (or his successor or representative, as the case may be) may reexercise the Put Option, and the period of time during which the Company may reexercise its Call Option, shall be extended until the 30th day after the Clear Date. To the extent that any shares of Common Stock may be purchased notwithstanding the existence of a Deferral Event, the Company shall do so in accordance with Sections 5.02 and 5.03.
