Common use of Limitations on Right of Repurchase Clause in Contracts

Limitations on Right of Repurchase. Notwithstanding anything contained in this Section 11 to the contrary, the Company shall not be obligated to purchase Warrants and/or Warrant Shares which are the subject of a Put Notice or be obligated to pay the Put Option Purchase Price in respect of a Put Notice, if: (a) at any time prior to the seventh anniversary of the Closing Date, payment of the Put Option Purchase Price at such time would result in a breach of, or default or event of default in respect of, the Credit Agreement; or (b) at any time, payment of the Put Option Purchase Price is, at such time, prohibited by Applicable Law; provided, however, with respect to (a) and (b) above, if such breach, event of default, default or violation would not result from the purchase of any number of Warrant Shares which is less than the total number of shares the Company is obligated to purchase on the Put Repurchase Date, the Company shall purchase on the Put Repurchase Date the maximum number of shares it may so purchase, allocated among the Holders which have elected to have their Warrants and/or Warrant Shares so repurchased ratably according to the number of Warrant Shares so tendered; provided further, however, with respect to (a) and (b) above, the Company shall use its best efforts to cure such default or violation in a timely matter and remove any associated restrictions or limitations which are applicable to the rights of the Holders contained in this Section 11.

Limitations on Right of Repurchase. Notwithstanding anything contained in this Section 11 to the contrary, the Company shall not be obligated to purchase Warrants Warrant and/or Warrant Shares which are the subject of a Put Notice or be obligated to pay the Put Option Purchase Price in respect of a Put Notice, if, at any time: (ai) at any time prior to the seventh anniversary of the Closing Date, payment of the Put Option Purchase Price at such time would result in a breach of, or default or event of default in respect of, the Credit Agreement; or (bii) at any time, payment of the Put Option Purchase Price is, at such time, prohibited by Applicable Law; providedPROVIDED, howeverHOWEVER, with respect to (ai) and (bii) above, if such breach, event of default, default or violation would not result from the purchase of any number of Warrants and/or Warrant Shares which is less than the total number of shares the Company is obligated to purchase on the Put Repurchase Date, the Company shall purchase on the Put Repurchase Date the maximum number of shares it may so purchase, allocated among the Holders which have elected to have their Warrants and/or Warrant Shares so repurchased ratably according to the number of Warrants and/or Warrant Shares so tendered; provided furtherPROVIDED, howeverFURTHER, HOWEVER, with respect to (ai) and (bii) above, the Company shall use its best efforts to cure such default or violation in a timely matter (including, but not limited to, increasing its legally available funds under Applicable Law to amount sufficient to enable it to purchase all Warrants and/or Warrant Shares put to it pursuant to a Put Notice and/or effecting a Financing) and remove any associated restrictions or limitations which are applicable to the rights of the Holders contained in this Section 11.

Limitations on Right of Repurchase. Notwithstanding anything contained in this Section 11 1 to the contrary, the Company shall not be obligated to purchase Warrants and/or Warrant Shares which are the subject of a Put Notice or be obligated to pay the Put Option Purchase Price in respect of a Put Notice, if, at any time: (a) at any time prior to the seventh anniversary of the Closing Date, payment of the Put Option Purchase Price at such time would result in a breach of, or default or event of default in respect of, the Credit Agreement; Securities Purchase Agreements, the Senior Notes or the Subordinated Notes without the written consent of those holders of the Senior Notes and the Subordinated Notes the consent of which would be necessary to waive such breach, default or event of default (and such consent shall not have been obtained), or (b) at any time, payment of the Put Option Purchase Price is, at such time, prohibited by Applicable Lawapplicable law (including, without limitation, Section 18-607 of the Delaware Limited Liability Company Act); provided, however, with respect to (a) and (b) above, that if such breach, event of default, default or violation would not result from the purchase of any number of Warrant Shares Bundled Securities which is less than the total number of shares Bundled Securities the Company is obligated to purchase on the Put Repurchase Date, the Company shall purchase on the Put Repurchase Date the maximum number of shares Bundled Securities it may so purchase, allocated among the Holders holders which have elected to have their Warrants and/or Warrant Shares Bundled Securities so repurchased ratably according to the number of Warrant Shares Bundled Securities so tendered; provided furthertendered (without regard to whether such Bundled Securities are Class A Units or Class B Units. If as a result of the operation of clauses (a) or (b) above any Bundled Securities specified in a Put Notice may not be purchased for cash by the Company, however, then the Put Notice with respect to (a) and (b) abovesuch Bundled Securities shall be deemed to be rescinded, the Company shall use its best efforts to cure such default or violation in a timely matter and remove any associated restrictions or limitations which are applicable subject to the rights right of the Holders contained in this Section 11holders of such Bundled Securities to deliver another Put Notice or Put Notices with respect to such Bundled Securities.

Limitations on Right of Repurchase. Notwithstanding anything contained in this Section 11 1 to the contrary, the Company shall not be obligated to purchase all or any of the Warrants and/or Warrant Shares of any holder or holders which are the subject of a Put Notice an exercised put option or be obligated to pay the Put Option Purchase Price Prices in respect of a Put Noticesuch put options, if, at any time: (a) at any time prior to the seventh anniversary of the Closing Date, payment of the such Put Option Purchase Price Prices at such time would result in a breach of, or default or event of default in respect of, the Credit Note Purchase Agreement; or, the Senior Debt or the Notes without the written consent of those holders of the Senior Debt and the Notes the consent of which would be necessary to waive such breach, default or event of default; (b) at any time, payment of the such Put Option Purchase Price Prices is, at such time, prohibited by Applicable Lawapplicable law or the Company's Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on June 1, 1994, as further amended from time to time; or (c) the aggregate value of such Put Option Purchase Prices at such time is less than $100,000 (unless such Put Option Purchase Prices are in respect of all Warrants and/or Warrant Shares held by such holder or holders at such time, in which case this clause (c) shall not apply), provided, however, that with respect to clause (a) and clause (b) above, if such breach, event of default, default or violation would not result from the purchase of any number an amount of Warrants and/or Warrant Shares which is less than the total number of shares Warrants and/or Warrant Shares then being put to the Company is obligated to purchase on the Put Repurchase DateCompany, the Company shall purchase on the applicable Put Repurchase Date the maximum number of shares Warrants and/or Warrant Shares it may so purchase, allocated among the Holders which have elected to have their Warrants and/or Warrant Shares so repurchased holders exercising such put option ratably according to the number of Warrants and/or Warrant Shares so tendered; provided further, however, with respect to (a) and (b) above, the Company shall use its best efforts to cure such default or violation in a timely matter and remove any associated restrictions or limitations which are applicable to the rights of the Holders contained in this Section 11.

Limitations on Right of Repurchase. Notwithstanding anything contained in this Section 11 1 to the contrary, the Company Parent shall not be obligated to purchase Warrants and/or Warrant Shares which are the subject of a Put Notice or be obligated to pay the Put Option Purchase Price repurchase price in respect of a any Put NoticeOption, ifto the extent that (but only to the extent that), at any time: (a) at any time prior to the seventh anniversary of the Closing Date, payment of the Put Option Purchase Price repurchase price at such time would result in a breach of, or default or event of default in respect of, the Note Agreement, the Notes, the June 1999 Note Agreement, the June 1999 Senior Subordinated Notes or the Senior Credit AgreementFacility without the written consent of those holders of the Notes, those holders of the June 1999 Senior Subordinated Notes and those lenders under the Senior Credit Facility the consent of which would be necessary to waive such breach, default or event of default (and, unless each such required consent is given, the holders of the Purchaser Shares shall not accept or be permitted to retain such payment); or (b) at any time, payment of the Put Option Purchase Price repurchase price is, at such time, prohibited by Applicable applicable law (including, without limitation, section 160 of the Delaware General Corporation Law); provided, however, with respect to (a) and (b) above, that if any such breach, event of default, default or violation would not result from the purchase of any number of Warrant Purchaser Shares which that is less than the total number of shares the Company Parent is obligated to purchase on the Put Repurchase Date, then: (i) the Company Parent shall purchase on the Put Repurchase Date the maximum number of shares Purchaser Shares it may so purchase, allocated among the Holders holders which have elected to have their Warrants and/or Warrant Purchaser Shares so repurchased ratably according to the number of Warrant Purchaser Shares so tendered; provided further, howeverat a purchase price, in the case of each holder, equal to the Market Price calculated with respect to such maximum number of shares; (aii) at each such time thereafter as the Parent may be permitted to purchase additional tendered and (b) aboveunpurchased Purchaser Shares, the Company Parent shall use its best efforts give written notice to cure the tendering holders of Purchaser Shares within three (3) Business Days after such default time and shall purchase, on the tenth (10th) Business Day following the date such notice is required to be given the maximum number of Purchaser Shares it may so purchase, allocated among the holders which have elected to have their Purchaser Shares so repurchased ratably according to the number of remaining tendered and unpurchased Purchaser Shares, at a purchase price per share , in the case of each holder, equal to either: (A) in the event that the Lock-Up Termination Date has occurred, the Market Price calculated as of the Put Repurchase Date; or (B) in the event that the Lock-Up Termination Date has not yet occurred, the greater of the Market Price calculated as of the Put Repurchase Date and the Market Price, recalculated as of the date such notice is given; and (iii) at any time following any failure of the Parent to pay the repurchase price, whether as a result of the operation of the provisions of this Section 1.5 or violation otherwise, any holder of Purchaser Shares which has elected to have any of such Purchaser Shares purchased by the Parent pursuant to this Section 1 may demand that the Parent execute and deliver to such holder, in lieu of and in satisfaction of the obligation of the Parent to pay the repurchase price with respect thereto, a promissory note of the Parent in a timely matter principal amount equal to such repurchase price, which promissory note shall bear interest, payable quarterly after the date of such promissory note, at the rate of sixteen and remove any associated restrictions fifty one-hundredths percent (16.50%) per annum, in arrears, and at the maturity thereof on the unpaid principal balance of such promissory note, which promissory note shall mature on June 30, 2005 or, if issued on or limitations after June 30, 2005, which are applicable shall be payable upon demand. The form of such promissory note shall be acceptable to the rights of the Required Holders contained in this Section 11their discretion.

Limitations on Right of Repurchase. Notwithstanding anything contained in this Section 11 1 to the contrary, the Company shall not be obligated to purchase Warrants and/or all of such holder's or holders' Warrant Shares which are the subject of a the Put Notice or be obligated to pay the Put Option Purchase Price in respect of a Put Notice, if, at any time: (a) at any time prior to the seventh anniversary of the Closing Date, payment of the Put Option Purchase Price at such time would result in a breach of, or default or event of default in respect of, the Credit Note Purchase Agreement; or, the Senior Debt or the Subordinated Notes without the written consent of those holders of the Senior Debt and the Subordinated Notes the consent of which would be necessary to waive such breach, default or event of default; (b) at any time, payment of the Put Option Purchase Price is, at such time, prohibited by Applicable Lawapplicable law or the Company's Certificate of Incorporation, as restated and amended on June 30, 1995; (c) the aggregate value of the Put Option Purchase Price at such time is less than $500,000 (unless such Put Option Purchase Price is in respect of all Warrant Shares held by such holder or holders at such time, in which case this clause (c) shall not apply); or (d) the total number of Put Notices delivered to the Company by such holder prior to the subject Put Notice pursuant to this Section 1 shall be more than four (4); provided, however, with respect to (a) and (b) above, that if such breach, event of default, default or violation would not result from the purchase of any number of Warrant Shares which is less than the total number of shares the Company is obligated to purchase on the Put Repurchase Date, the Company shall purchase on the Put Repurchase Date the maximum number of shares it may so purchase, allocated among the Holders holders which have elected to have their Warrants and/or Warrant Shares so repurchased ratably according to the number of Warrant Shares so tendered; provided furthertendered (without regard to whether such Warrant Shares are shares of Class A Common Stock, however, with respect to (a) and (b) above, Class B Common Stock or stock underlying the Company shall use its best efforts to cure such default or violation in a timely matter and remove any associated restrictions or limitations which are applicable to the rights of the Holders contained in this Section 11Warrants).

Limitations on Right of Repurchase. Notwithstanding anything contained in this Section 11 1 to the contrary, the Company Parent shall not be obligated to purchase Warrants and/or Warrant Shares which are the subject of a Put Notice or be obligated to pay the Put Option Purchase Price repurchase price in respect of a any Put NoticeOption, ifto the extent that (but only to the extent that), at any time: (a) at any time prior to the seventh anniversary of the Closing Date, payment of the Put Option Purchase Price repurchase price at such time would result in a breach of, or default or event of default in respect of, the Note Agreement, the Notes or the Senior Credit AgreementFacility without the written consent of those holders of the Notes and those lenders under the Senior Credit Facility the consent of which would be necessary to waive such breach, default or event of default (and, unless each such required consent is given, the holders of the Purchaser Shares shall not accept or be permitted to retain such payment); or (b) at any time, payment of the Put Option Purchase Price repurchase price is, at such time, prohibited by Applicable applicable law (including, without limitation, section 160 of the Delaware General Corporation Law); provided, however, with respect to (a) and (b) above, that if any such breach, event of default, default or violation would not result from the purchase of any number of Warrant Purchaser Shares which that is less than the total number of shares the Company Parent is obligated to purchase on the Put Repurchase Date, then: (i) the Company Parent shall purchase on the Put Repurchase Date the maximum number of shares Purchaser Shares it may so purchase, allocated among the Holders holders which have elected to have their Warrants and/or Warrant Purchaser Shares so repurchased ratably according to the number of Warrant Purchaser Shares so tendered; provided further, howeverat a purchase price, in the case of each holder, equal to the Market Price calculated with respect to such maximum number of shares; (aii) at each such time thereafter as the Parent may be permitted to purchase additional tendered and (b) aboveunpurchased Purchaser Shares, the Company Parent shall use its best efforts give written notice to cure the tendering holders of Purchaser Shares within three (3) Business Days after such default time and shall purchase, on the tenth (10th) Business Day following the date such notice is required to be given the maximum number of Purchaser Shares it may so purchase, allocated among the holders which have elected to have their Purchaser Shares so repurchased ratably according to the number of remaining tendered and unpurchased Purchaser Shares, at a purchase price per share, in the case of each holder, equal to either: (A) in the event that the Lock-Up Termination Date has occurred, the Market Price calculated as of the Put Repurchase Date; or (B) in the event that the Lock-Up Termination Date has not yet occurred, the greater of the Market Price calculated as of the Put Repurchase Date and the Market Price, recalculated as of the date such notice is given; and (iii) at any time following any failure of the Parent to pay the repurchase price, whether as a result of the operation of the provisions of this Section 1.5 or violation otherwise, any holder of Purchaser Shares which has elected to have any of such Purchaser Shares purchased by the Parent pursuant to this Section 1 may demand that the Parent execute and deliver to such holder, in lieu of and in satisfaction of the obligation of the Parent to pay the repurchase price with respect thereto, a promissory note of the Parent in a timely matter principal amount equal to such repurchase price, which promissory note shall bear interest, payable quarterly after the date of such promissory note, at the rate of sixteen and remove any associated restrictions fifty one-hundredths percent (16.50%) per annum, in arrears, and at the maturity thereof on the unpaid principal balance of such promissory note, which promissory note shall mature on June 30, 2005 or, if issued on or limitations after June 30, 2005, which are applicable shall be payable upon demand. The form of such promissory note shall be acceptable to the rights of the Required Holders contained in this Section 11their discretion.

Limitations on Right of Repurchase. Notwithstanding anything ---------------------------------- contained in this Section 11 to the contrary, the Company shall not be obligated to purchase Warrants and/or Warrant Shares which are the subject of a Put Notice or be obligated to pay the Put Option Purchase Price in respect of a Put Notice, if, at any time: (a) at any time prior to the seventh anniversary of the Closing Date, payment of the Put Option Purchase Price at such time would result in a breach of, or default or event of default in respect of, the Senior Credit Agreement or the Senior Subordinated Loan Agreement; or (b) at any time, payment of the Put Option Purchase Price is, at such time, prohibited by Applicable Law; provided, however, with respect to (a) and (b) above, if such breach, event of -------- ------- default, default or violation would not result from the purchase of any number of Warrant Shares which is less than the total number of shares the Company is obligated to purchase on the Put Repurchase Date, the Company shall purchase on the Put Repurchase Date the maximum number of shares it may so purchase, allocated among the Holders which have elected to have their Warrants and/or Warrant Shares so repurchased ratably according to the number of Warrant Shares so tendered; provided further, however, with respect to (a) and (b) above, the Company shall use its reasonable best efforts to cure such default or violation in a timely matter and remove any associated restrictions or limitations which are applicable to the rights of the Holders holders contained in this Section 11.