Common use of Payment of Purchase Price by the Company Clause in Contracts

Payment of Purchase Price by the Company. Notwithstanding the foregoing, the Company shall not be required to purchase for cash any shares of Common Stock subject to Options pursuant to Section 5.1 or Section 5.2 if (a) such purchase would be or would result in a violation by the Company or any of its Subsidiaries of (i) the terms of any debt agreements or other documents related thereto to which the Company or any of its Subsidiaries is a party or (ii) applicable law or (b) the Board of Directors (excluding Messrs. Xxxxx and XxXxxxx or their respective nominees) unanimously determines that such purchase would be reasonably likely to materially impact the Company's available cash, require unsuitable additional debt to be incurred by the Company or otherwise have a material adverse effect on the financial condition of the Company. If the Company is precluded from paying for all or any portion of the Options in cash pursuant to the preceding sentence, the Company shall issue a subordinated note to the Optionee or his estate in respect of the Options not purchased for cash, which note shall be repaid in cash (i) from the proceeds obtained by the Company from the sale of Common Stock in an Initial Public Offering and (ii) at such time that the Board of Directors determines that the conditions described in the preceding sentence no longer exist; provided, that such note shall (A) bear pay-in-kind interest at a rate per annum which, in the opinion of an independent, mutually acceptable nationally-recognized investment banking firm, will result in such note having a fair market value on the date of issuance equal to the aggregate principal amount thereof, (B) be payable in full on April 30, 2007 except as otherwise provided herein, (C) be subordinated to the Company's obligations under any guarantee of any bank credit obligations of its subsidiaries and (D) contain such other covenants, events of default and other terms and conditions customary for notes of that kind. If in connection with the exercise of rights pursuant to Section 5.1 or 5.2, the Company is required to issue a subordinated note, at the request of the Optionee, the Company (by action of the Board) will in good faith endeavor to cause the Company to purchase the Options to be purchased pursuant to Section 5.1 or 5.2 in exchange for the issuance of a subordinated note so long as such purchase is permitted by the terms of any debt agreements or other documents related thereto to which the Company or any of its subsidiaries is a party; provided, that in no event shall the Company (or the Board) be required to cause the Company to purchase such Options unless in its judgment such purchase on the terms set forth herein would not have a material adverse impact on the Company's ability to raise debt financing on commercially reasonable terms. Any subordinated note issued by the Company pursuant to the foregoing shall contain such covenants, events of default and other terms and conditions customary for notes of that kind, including terms described in (A)-(C) above, except that (x) interest on such note shall be payable in cash and (y) such note shall be payable in full on August 15, 2007 except as otherwise provided herein and shall be subordinated to the Company's obligations under any bank credit obligations or senior subordinated debt. In the event that the Company is precluded from paying for all or any portion of the Options in cash because such purchase would be or would result in a violation by the Company or any of its Subsidiaries of the terms of any debt agreements or other documents related thereto to which the Company or any of its Subsidiaries is a party, the Company shall use its reasonable best efforts to obtain, or cause any such Subsidiary to obtain, a waiver under such debt agreements or other agreements of such term or terms to allow the Company to pay for all or any portion of the Options in cash.

Payment of Purchase Price by the Company. Notwithstanding the foregoing, the Company shall not be required to purchase for cash any shares of Common Stock subject to Options pursuant to Section 5.1 4.1 or Section 5.2 4.2 if (a) such purchase would be or would result in a violation by the Company or any of its Subsidiaries subsidiaries of (i) the terms of any debt agreements or other documents related thereto to which the Company or any of its Subsidiaries subsidiaries is a party or (ii) applicable law or (b) the Board of Directors (excluding Messrs. Xxxxx and XxXxxxx or their respective nominees) unanimously determines that such purchase would be reasonably likely to materially impact the Company's available cash, require unsuitable additional debt to be incurred by the Company or otherwise have a material adverse effect on the financial condition of the Company. If the Company is precluded from paying for all or any portion of the Options shares of Common Stock in cash pursuant to the preceding sentence, the Company shall issue a subordinated note to the Optionee or his estate Purchaser in respect of the Options shares not purchased for cash, cash or a member of the Purchaser's Group which note shall be repaid in cash (i) from the proceeds obtained by the Company from the sale of Common Stock in an Initial Public Offering and (ii) at such time that the Board of Directors determines that the conditions described in the preceding sentence no longer exist; provided, that such note shall (A) bear pay-in-kind interest at a rate per annum which, in the opinion of an independent, mutually acceptable nationally-recognized investment banking firm, will result in such note having a fair market value on the date of issuance equal to the aggregate principal amount thereof, (B) be payable in full on April 30, 2007 except as otherwise provided herein, (C) be subordinated to the Company's obligations under any guarantee of any bank credit obligations of its subsidiaries and (D) contain such other covenants, events of default and other terms and conditions customary for notes of that kind. If in connection with the exercise of rights pursuant to Section 5.1 4.1 or 5.24.2, the Company is required to issue a subordinated note, at the request of the OptioneePurchaser (or the holders of not less than a majority of the total number of shares of Class B Common Stock, Class C Common Stock and Option Shares held by the Purchaser's Group), the Company (by action of the BoardBoard of Directors) will in good faith endeavor to cause the Company L-3 Communications Corporation ("L-3") to purchase the Options shares to be purchased pursuant to Section 5.1 4.1 or 5.2 4.2 in exchange for the issuance of a subordinated note so long as such purchase is permitted by the terms of any debt agreements or other documents related thereto to which the Company L-3 or any of its subsidiaries is a party; provided, provided that in no event shall the Company (or the Board) be required to cause the Company L-3 to purchase such Options shares unless in its judgment such purchase on the terms set forth herein would not have a material adverse impact on the CompanyL-3's ability to raise debt financing on commercially reasonable terms. Any subordinated note issued by the Company L-3 pursuant to the foregoing shall contain such covenants, events of default and other terms and conditions customary for notes of that kind, including terms described in (A)-(C) above, except that (xi) interest on such note shall be payable in cash and (yii) such note shall be payable in full on August 15, 2007 except as otherwise provided herein and shall be subordinated to the CompanyL-3's obligations under any bank credit obligations or senior subordinated debt. In the event that the Company is precluded from paying for all or any portion of the Options shares of Common Stock in cash because such purchase would be or would result in a violation by the Company or any of its Subsidiaries subsidiaries of the terms of any debt agreements or other documents related thereto to which the Company or any of its Subsidiaries the subsidiaries is a party, the Company shall use its reasonable best efforts to obtain, or cause any such Subsidiary subsidiary to obtain, a waiver under such debt agreements or other agreements of such term or terms to allow the Company to pay for all or any portion of the Options shares of Common Stock in cash.

Payment of Purchase Price by the Company. Notwithstanding the foregoing, the Company shall not be required to purchase for cash any shares of Common Stock subject to Options pursuant to Section 5.1 4.1 or Section 5.2 4.2 if (a) such purchase would be or would result in a violation by the Company or any of its Subsidiaries subsidiaries of (i) the terms of any debt agreements or other documents related thereto to which the Company or any of its Subsidiaries subsidiaries is a party or (ii) applicable law or (b) the Board of Directors (excluding Messrs. Xxxxx and XxXxxxx or their respective nominees) unanimously determines that such purchase would be reasonably likely to materially impact the Company's available cash, require unsuitable additional debt to be incurred by the Company or otherwise have a material adverse effect on the financial condition of the Company. If the Company is precluded from paying for all or any portion of the Options shares of Common Stock in cash pursuant to the preceding sentence, the Company shall issue a subordinated note to the Optionee or his estate Purchaser in respect of the Options shares not purchased for cash, cash or a member of the Purchaser's Group which note shall be repaid in cash (i) from the proceeds obtained by the Company from the sale of Common Stock in an Initial Public Offering and (ii) at such time that the Board of Directors determines that the conditions described in the preceding sentence no longer exist; provided, that such note shall (A) bear pay-in-kind interest at a rate per annum which, in the opinion of an independent, mutually acceptable nationally-recognized investment banking firm, will result in such note having a fair market value on the date of issuance equal to the aggregate principal amount thereof, (B) be payable in full on April 30, 2007 except as otherwise provided herein, (C) be subordinated to the Company's obligations under any guarantee of any bank credit obligations of its subsidiaries and (D) contain such other covenants, events of default and other terms and conditions customary for notes of that kind. If in connection with the exercise of rights pursuant to Section 5.1 4.1 or 5.24.2, the Company is required to issue a subordinated note, at the request of the OptioneePurchaser (or the holders of not less than a majority of the total number of shares of Class B Common Stock, Class C Common Stock and Option Shares held by the Purchaser's Group), the Company (by action of the BoardBoard of Directors) will in good faith endeavor to cause the Company L-3 Communications Corporation ("L-3") to purchase the Options shares to be purchased pursuant to Section 5.1 4.1 or 5.2 4.2 in exchange for the issuance of a subordinated note so long as such purchase is permitted by the terms of any debt agreements or other documents related thereto to which the Company L-3 or any of its subsidiaries is a party; provided, provided that in no event shall the Company (or the Board) be required to cause the Company L-3 to purchase such Options shares unless in its judgment such purchase on the terms set forth herein would not have a material adverse impact on the CompanyL-3's ability to raise debt financing on commercially reasonable terms. Any subordinated note issued by the Company L-3 pursuant to the foregoing shall contain such covenants, events of default and other terms and conditions customary for notes of that kind, including terms described in (A)-(CA) - (C) above, except that (xi) interest on such note shall be payable in cash and (yii) such note shall be payable in full on August 15, 2007 except as otherwise provided herein and shall be subordinated to the CompanyL-3's obligations under any bank credit obligations or senior subordinated debt. In the event that the Company is precluded from paying for all or any portion of the Options shares of Common Stock in cash because such purchase would be or would result in a violation by the Company or any of its Subsidiaries subsidiaries of the terms of any debt agreements or other documents related thereto to which the Company or any of its Subsidiaries the subsidiaries is a party, the Company shall use its reasonable best efforts to obtain, or cause any such Subsidiary subsidiary to obtain, a waiver under such debt agreements or other agreements of such term or terms to allow the Company to pay for all or any portion of the Options shares of Common Stock in cash.