Prohibited Purchases. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than as specifically set forth in this Section 23 or in Section 24, or other than in connection with the purchase or repurchase of Common Shares prior to the Distribution Date.
Prohibited Purchases. Notwithstanding anything to the contrary herein, and unless otherwise provided in an employment or services agreement between the Company or any Subsidiary of the Company, and Zoullas, the Company shall not be permitted or obligated to purchase any Interests and/or Special Membership Interests from Zoullas or any Outside Investor Member hereunder to the extent (i) the Company is prohibited from purchasing such Interests and/or Special Membership Interests (or incurring debt to finance the purchase of such Interests and/or Special Membership Interests), or a Subsidiary is restricted from distributing funds to the Company for such purchase, in any case by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be entered into by the Company or any of its Subsidiaries, including those to finance the acquisition of assets or businesses by the Company or any of its Subsidiaries and any future acquisitions or recapitalizations (the "Financing Documents") or by applicable law, (ii) an event of default has occurred (or, with notice or the lapse of time or both, would occur) under any Financing Document and is (or would be) continuing, or (iii) the purchase of such Interests and/or Special Membership Interests (including the incurrence of any indebtedness in connection with the financing of such purchase) or the distribution of funds to the Company by a Subsidiary for such purchase (1) would, or in the opinion of the Board (excluding from such determination Zoullas and other members of the Board who are designees of the Zoullas or the Outside Investor Members) might, result in the occurrence of an event of default under any Financing Document or create a condition which would or might, with notice or lapse of time or both, result in such an event of default, or (2) would, in the reasonable opinion of the Board (excluding Zoullas and other members of the Board who are designees of Zoullas or the Outside Investor Members), be imprudent in view of the financial condition (present or projected) of the Company or any of its Subsidiaries or the anticipated impact of the purchase of such Interests and/or Special Membership Interests on the Company's or any of its Subsidiaries' ability to meet their respective obligations under any Financing Document or otherwise, or to satisfy and make their planned capital or other expenditures or satis...
Prohibited Purchases. Notwithstanding anything to the contrary -------------------- herein, the Company shall not be permitted or obligated to purchase any shares of Common Stock hereunder to the extent (a) the Company is prohibited from - purchasing such shares by applicable law or by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof (the "Financing --------- Documents") entered into by the Company or any of its subsidiaries, (b) a --------- - default has occurred under any Financing Document and is continuing, (c) the - purchase of such shares of Common Stock would, or in the reasonable opinion of the Board might, result in the occurrence of an event of default under any Financing Document or create a condition which would or might, with notice or lapse of time or both, result in such an event of default, or (d) the purchase - of such shares of Common Stock would, in the reasonable opinion of the Board, be imprudent in view of the financial condition (present or projected) of the Company or any of its subsidiaries or the anticipated impact of the purchase of such shares on the Company's or any of its subsidiaries' ability to meet their respective obligations under any Financing Document. If shares of Common Stock that the Company has the right or obligation to purchase on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "Maximum Amount"), the Company shall purchase on such date only -------------- that number of shares of Common Stock up to the Maximum Amount (and shall not be required to purchase more than the Maximum Amount) in such amounts as the Board shall in good faith determine, applying the following order of priority:
(a) First, the shares of Common Stock of all Management Stockholders whose shares of Common Stock are being purchased by the Company by reason of termination of employment due to death or Disability and, to the extent that the number of shares of Common Stock that the Company is obligated to purchase from such Management Stockholders (but for this Section 7) exceeds the Maximum Amount, such shares of Common Stock pro rata among such --- ---- Management Stockholders on the basis of the number of shares of Common Stock held by each of such Management Stockholders that the Company is obligated or has the right to purchase, and
(b) Second, to the extent that the Maximum Amount is in excess of the ...
Prohibited Purchases. 9 ARTICLE V
Prohibited Purchases. Notwithstanding anything to the contrary herein, -------------------- the Company shall not be obligated to purchase any shares of Stock from any Management Stockholder to the extent (a) the Company is prohibited from - purchasing such shares by applicable law or by any debt instrument or agreement, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof (collectively, the "Loan Documents"), -------------- to which the Company or any of its subsidiaries is or becomes a party, (b) a - default has occurred under any Loan Document and is con- tinuing, (c) the purchase of such shares would in the good faith opinion of the - Board result in the occurrence of an event of default under any Loan Document or create a condition which would, with notice or lapse of time or both, result in such an event of default or (d) the purchase of such shares would, in the good - faith opinion of the Board, be imprudent in view of the financial condition (present or projected) of the Company or the anticipated impact of the purchase of such shares on the Company's ability to meet its obligations under any Loan Document or otherwise in connection with its business and operations. If shares of Stock that the Company has the right or obligation to purchase on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "Maximum Amount"), the Company shall purchase on such -------------- date only that number of shares of Stock equal to the Maximum Amount (and shall not be required to purchase more than the Maximum Amount) in such amounts as the Board shall in good faith determine, applying the following order of priority:
Prohibited Purchases. Notwithstanding anything to the contrary -------------------- herein, the Company shall not be permitted or obligated to purchase any shares of Common Stock hereunder to the extent (a) the Company is prohibited from - purchasing such shares by applicable law or by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof (the "Financing Documents") entered into by the Company, CCE, CCE I or Cencom Cable Entertainment, Inc., a wholly-owned subsidiary of the Company, (b) a default has - occurred under any Financing Document and is continuing or (c) the purchase of - such shares of Common Stock would, or in the reasonable opinion of the Board might, result in the occurrence of an event of default under any Financing Document or create a condition which would or might, with notice or lapse of time or both, result in such an event of default. If shares of Common Stock that the Company has the right or obligation to purchase on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "Maximum Amount"), the Company shall purchase on such date only that number of shares of Common Stock up to the Maximum Amount (and shall not be required to purchase more than the Maximum Amount). Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due under this Agreement by reason of this Section 7, the Company shall make such payment at the earliest practicable date permitted under this Section 7 and any such payment shall accrue simple interest (or if such payment is accruing interest at such time, shall continue to accrue interest) at a rate per annum of 8% from the date such payment is due and owing to the date such payment is made. All payments of interest accrued hereunder shall be paid only at the date of payment by the Company for the shares of Common Stock being purchased.
Prohibited Purchases. Notwithstanding anything to the contrary herein, the Company shall not be permitted or obligated to purchase, pursuant to this Section 3, any Management Shares or any interest therein to the extent (a) the Company is prohibited from purchasing such shares by any agreements for borrowed money (each, a "Debt Instrument") entered into by the Company or any of its Subsidiaries or by applicable law; (b) a default has occurred under any Debt Instrument and is continuing; (c) the purchase of such shares would, in the opinion of the Board, result in the occurrence of an event of default under any Debt Instrument or create a condition which would, with notice or lapse of time or both, result in such an event of default; or (d) the purchase of such shares would, in the reasonable opinion of the Board, materially impair the Company's ability to meet its obligations under any Debt Instrument in connection with its business and operations.
Prohibited Purchases. 20 8.3 CLOSING; PAYMENT........................................................21 8.4 MANAGEMENT SALES NOT SUBJECT TO SECTION 3.2 PROCEDURES; TRANSFERS BY MANAGEMENT STOCKHOLDERS TO PERMITTED TRANSFEREES................................................22 9. MISCELLANEOUS...........................................................22
Prohibited Purchases. Funding for equipment purchases under the terms of the Note is intended for the Borrower’s use in purchasing durable equipment; therefore, advances under the Note shall not be made for the purchase of computer equipment, software and office furniture.
Prohibited Purchases. Notwithstanding anything to the contrary herein, Holdings shall not be permitted or obligated to purchase any Vested Equity from a Management Stockholder hereunder to the extent (a) Holdings is prohibited from purchasing such Vested Equity by applicable law, (b) Holdings does not then have sufficient cash on hand to enable it to make such purchase and any debt instruments or agreements (other than debt instruments or agreements with an Affiliate of Holdings, Warburg Pincus or any Affiliate thereof), including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof entered into or assumed by Holdings, TransDigm Holding or TransDigm or any predecessor thereto in connection with the Merger or thereafter, including, without limitation, that certain Credit Agreement, dated as of the date hereof, among TD Funding Corporation (to be assumed by TransDigm Inc.), TD Acquisition (to be assumed by TransDigm Holding) and the financial institutions party thereto, and that certain Indenture, dated as of the date hereof, among TD Funding Corporation (to be assumed by TransDigm Inc.), the guarantors party thereto and the trustee named therein, do not allow (i) Holdings to purchase such Vested Equity and (ii) TransDigm Holding or TransDigm to pay a dividend or otherwise distribute to Holdings an amount of cash for the purpose of, and sufficient to enable Holdings to purchase, such Vested Equity (all such debt instruments or agreements referred to in this clause (b) are hereinafter collectively referred to as the “Financing Documents”), (c) the purchase of such Vested Equity by Holdings or the payment of a dividend or other distribution to Holdings by any subsidiary thereof to enable the purchase of such Vested Equity would, or in the opinion of the Committee might, result in the occurrence of a default or an event of default under any Financing Document or create a condition which would, or in the opinion of the Committee might, with notice or lapse of time or both, result in such default or event of default or (d) the purchase of such Vested Equity by Holdings or the payment of any such dividend or distribution to Holdings by any subsidiary thereof to enable the purchase of such Vested Equity would, in the reasonable opinion of the Committee, be imprudent in view of the financial condition (present or projected) of Holdings and its subsidiaries or the anticipated impact the purchase of such Vested Equity or the payment of suc...
