Common use of Prohibited Purchases Clause in Contracts

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 amount the Company purchases pursuant to clause (a) above, 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 without Cause or due to Retirement or resignation for Good Reason up to the Maximum Amount 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 (c) Third, to the extent the Maximum Amount is in excess of the amounts the Company purchases pursuant to clauses (a) and (b) above, the shares of Common Stock of all other Management Stockholders whose shares of Common Stock are being purchased by the Company up to the Maximum Amount 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, the shares of Common Stock of such Management Stockholders in such order of priority and in such amounts as the Board (excluding members who are designees of MJD Partners) in its sole discretion shall in good faith determine to be appropriate under the circumstances. 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 any shares of Common Stock from a Management Stockholder 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 --------- - 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, (c) the - purchase of such shares of Common Stock would, or in the reasonable opinion view of the Board might(excluding, if applicable, such Management Stockholder and other members of the Board who are designees of the Management Stockholders), would be reasonably likely to, result in the occurrence of an event of default under any Financing Document or create a condition which would or mightbe reasonably likely to, with notice or lapse of time or both, result in such an event of default, default or (d) the purchase - of such shares of Common Stock would, in the reasonable opinion view of the BoardBoard (excluding such Management Stockholder and other members of the Board who are designees of the Management Stockholders), be imprudent in view of the financial condition (present or projected) of the Company or any of its subsidiaries Subsidiaries or the anticipated impact of the purchase of such shares of Common Stock on the Company's ’s or any of its subsidiaries' Subsidiaries’ ability to meet their respective obligations under any Financing DocumentDocument or otherwise. If shares of Common Stock that which the Company has the right or obligation to purchase on any date pursuant to Section 2.1 (“Right to Sell”) or Section 3.1 (“Right to Purchase”) 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 (if any) (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 76) 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 to or has the right to purchase, and, (b) Second, to the extent that the Maximum Amount is in excess of the amount the Company purchases pursuant to clause (a) above, 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 without Cause or due to Retirement or resignation for Good Reason up to the Maximum Amount (as reduced by shares described in clause (a) to be purchased) 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 76) exceeds the Maximum AmountAmount (as reduced by shares described in clause (a) to be purchased), 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 (c) Third, to the extent the Maximum Amount is in excess of the amounts the Company purchases pursuant to clauses (a) and (b) above, the shares of Common Stock of all other Management Stockholders whose shares of Common Stock are being purchased by the Company up to the Maximum Amount (as reduced by shares described in clauses (a) and (b) to be purchased) 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 76) exceeds the Maximum AmountAmount (as reduced by shares described in clauses (a) and (b) to be purchased), the shares of Common Stock of such Management Stockholders in such order of priority and in such amounts as the Board (excluding such Management Stockholders and other members of the Board who are designees of MJD Partnersthe Management Stockholders) in its sole discretion shall in good faith determine to be appropriate under the circumstances. Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due to any Management Stockholder under this Agreement by reason of this Section 76, the Company shall have the option to either (i) make such payment at the earliest practicable date permitted under this Section 7 and any 6 or (ii) pay the purchase price for 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 purchasedwith a subordinated note, which is fully subordinated in right of payment and exercise of remedies to the lenders’ rights under the Financing Documents; provided that any such note shall be secured by a pledge of the Common Stock so purchased and be payable as soon as the impediment under this Section 6 has been removed and shall bear interest at a rate equal to LIBOR plus 300 basis points.

Prohibited Purchases. Notwithstanding anything to the contrary -------------------- herein, the Company shall not be permitted or obligated to purchase any shares of Common Stock from a Shareholder hereunder to the extent (ai) 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 agreements (the "Financing --------- Documents") entered into by the Company or any of its subsidiariesAffiliates or by applicable law, (bii) a --------- - default has occurred under any Financing Document and is continuing, (ciii) 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, default or (div) 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 its obligations under any Financing Document. If the total number of shares of Common Stock that which the Company has the right or obligation to purchase on any date exceed exceeds 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 such amounts in the following order of priority: (a) First, the shares of Common Stock of all Management Stockholders Shareholders 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) Shareholders exceeds the Maximum Amount, such shares of Common Stock pro rata among such --- ---- Management Stockholders Shareholders on the basis of the number of shares of Common Stock held by each of such Management Stockholders Shareholders 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 amount the Company purchases pursuant to clause (a) above, the shares of Common Stock of all Management Stockholders Shareholders whose shares of Common Stock are being purchased by the Company by reason of termination of employment without Cause or due to Retirement or resignation for Good Reason up to the Maximum Amount 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) Shareholders exceeds the Maximum Amount, such shares of Common Stock pro rata among such Management --- ---- Stockholders Shareholders on the basis of the number of shares of Common Stock held by each of such Management Stockholders Shareholders that the Company is obligated or has the right to purchase, ; and (c) Third, to the extent the Maximum Amount is in excess of the amounts the Company purchases pursuant to clauses (a) and (b) above, the shares of Common Stock of all other Management Stockholders Shareholders whose shares of Common Stock are being purchased by the Company up to the Maximum Amount 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) Shareholders exceeds the Maximum Amount, the shares of Common Stock of such Management Stockholders Shareholders in such order of priority and in such amounts as the Board (excluding members who are designees of MJD Partners) in its sole discretion shall in good faith determine to be appropriate under the circumstances. ; and Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due to any Management Shareholder under this Agreement by reason of this Section 75, the Company shall make such payment at the earliest practicable date permitted under this Section 7 5 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 9% per annum of 8% from the date such payment is due and owing to the date such payment is made. Interest shall cease to accrue during, and shall not be paid for, any period of delay caused solely by a failure to deliver certificates representing purchased shares. 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 any shares of Common Stock Shares from a Management Stockholder hereunder to the extent (ai) the Company is prohibited from - purchasing such shares 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 subsidiariesdirect or indirect Subsidiaries, (bii) a --------- - default has occurred under any Financing Document and is continuing, (ciii) the - purchase of such shares of Common Stock Shares would, or in the reasonable opinion of the Board of Directors 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 (div) the purchase - of such shares of Common Stock Shares would, in the reasonable opinion of the BoardBoard of Directors, be imprudent in view of the financial condition (present or projected) of the Company or any of its subsidiaries Subsidiaries or the anticipated impact of the purchase of such shares Shares on the Company's ’s or any of its subsidiaries' Subsidiaries’ ability to meet their respective obligations under any Financing Document. If shares of Common Stock that Shares which 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 Shares up to the Maximum Amount (if any) (and shall not be required to purchase more than the Maximum Amount) in such amounts as the Board of Directors shall in good faith determine, applying the following order of priority: (aA) First, the shares of Common Stock Shares of all Management Stockholders whose shares of Common Stock Shares 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 Shares that the Company is obligated to purchase from such Management Stockholders (but for this Section 78.2) exceeds the Maximum Amount, such shares of Common Stock Shares pro rata among such --- ---- Management Stockholders on the basis of the number of shares of Common Stock Shares held by each of such Management Stockholders that the Company is obligated or has the right to purchase, and (bB) Second, to the extent that the Maximum Amount is in excess of the amount the Company purchases pursuant to clause (aA) above, the shares of Common Stock Shares of all Management Stockholders whose shares of Common Stock Shares are being purchased by the Company by reason of termination of employment without Cause or due to Retirement or resignation for Good Reason up to the Maximum Amount and, to the extent that the number of shares of Common Stock Shares that the Company is obligated to purchase from such Management Stockholders (but for this Section 78.2) exceeds the Maximum Amount, such shares of Common Stock Shares pro rata among such Management --- ---- Stockholders on the basis of the number of shares of Common Stock Shares held by each of such Management Stockholders that the Company is obligated or has the right to purchase, and (cC) Third, to the extent the Maximum Amount is in excess of the amounts the Company purchases pursuant to clauses (aA) and (bB) above, the shares of Common Stock Shares of all other Management Stockholders whose shares of Common Stock Shares are being purchased by the Company up to the Maximum Amount and, to the extent that the number of shares of Common Stock Shares that the Company is obligated to purchase from such Management Stockholders (but for this Section 78.2) exceeds the Maximum Amount, the shares of Common Stock Shares of such Management Stockholders in such order of priority and in such amounts as the Board (excluding members who are designees of MJD Partners) Directors in its sole discretion shall in good faith determine to be appropriate under the circumstances. Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due to any Management Stockholder under this Agreement by reason of this Section 78.2, 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 purchased8.2.

Prohibited Purchases. Notwithstanding anything to the contrary -------------------- herein, the Company shall not be permitted or obligated to purchase any shares Shares of Common Stock from a Management Stockholder hereunder to the extent (a) the Company is prohibited from - purchasing such shares Shares by applicable law or by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement replacement, or other modification thereof (the "Financing --------- Documents") thereof, which have been entered into or which may be entered into by the Company or any of its subsidiariesSubsidiaries, including those to finance the acquisition of the Company on the Closing Date, and any future acquisitions by the Company or recapitalizations of the Company (the "Financing Documents"); (b) a --------- - 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 (c) the - purchase of such shares of Common Stock wouldShares would or, or in the reasonable opinion view of the Board might(excluding such Management Stockholder), might result in the occurrence of an event of default under any Financing Document or create a condition which that 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 Shares 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 Shares up to the Maximum Amount (if any) (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: (ai) First, the shares of Common Stock Shares of all Management Stockholders whose shares of Common Stock Shares 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 Shares that the Company is obligated to purchase from such Management Stockholders (but for this Section 76) exceeds the Maximum Amount, such shares of Common Stock Shares pro rata among such --- ---- Management Stockholders on the basis of the number of shares of Common Stock Shares held by each of such Management Stockholders that the Company is obligated or has the right to purchase, and; (bii) Second, to the extent that the Maximum Amount is in excess of the amount the Company purchases pursuant to clause (a) above, the shares of Common Stock Shares of all Management Stockholders whose shares of Common Stock Shares are being purchased by the Company by reason of termination of employment without Cause or due to Retirement or resignation for Good Reason up to the Maximum Amount (as reduced by shares described in clause (a) to be purchased) and, to the extent that the number of shares of Common Stock Shares that the Company is obligated to purchase from such Management Stockholders (but for this Section 76) exceeds the Maximum AmountAmount (as reduced by shares described in clause (a) to be purchased), such shares of Common Stock Shares pro rata among such Management --- ---- Stockholders on the basis of the number of shares of Common Stock Shares held by each of such Management Stockholders that the Company is obligated or has the right to purchase, ; and (ciii) Third, to the extent the Maximum Amount is in excess of the amounts the Company purchases pursuant to clauses (a) and (b) above, the shares of Common Stock Shares of all other Management Stockholders whose shares of Common Stock Shares are being purchased by the Company up to the Maximum Amount (as reduced by Shares described in clauses (a) and (b) to be purchased) and, to the extent that the number of shares of Common Stock Shares that the Company is obligated to purchase from such Management Stockholders (but for this Section 76) exceeds the Maximum AmountAmount (as reduced by Shares described in clauses (a) and (b) to be purchased), the shares of Common Stock Shares of such Management Stockholders in such order of priority and in such amounts as the Board (excluding such Management Stockholders and other members of the Board who are designees of MJD Partnersthe Management Stockholders) in its sole discretion shall in good faith determine to be appropriate under the circumstances. Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due to any Management Stockholder under this Agreement by reason of this Section 76, the Company shall have the option to either (i) make such payment at the earliest practicable date permitted under this Section 7 6 or (ii) pay the purchase price for such Shares with a subordinated note that is fully subordinated in right of payment 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 exercise of 8% from the date such payment is due and owing remedies to the date such payment is made. All payments of interest accrued hereunder shall be paid only at lenders' rights under the date of payment by the Company for the shares of Common Stock being purchasedFinancing Documents.

Prohibited Purchases. Notwithstanding anything to the contrary -------------------- herein, the Company shall not be permitted or obligated to purchase any shares of Common Stock Securities from a Management Securityholder hereunder to the extent (a) the Company is prohibited from - purchasing such shares Securities 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") 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 the Company on the date hereof, and any future acquisitions by the Company or recapitalizations of the Company (the "Financing Documents"), (b) a --------- - 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, (c) the - purchase of such shares of Common Stock Securities would, or in the reasonable opinion view of the Board might(excluding such Management Securityholder and other members of the Board who are designees of any Continuing Securityholder), would reasonably be likely to result in the occurrence of an event of default under any Financing Document or create a condition which would or mightreasonably be likely to, with notice or lapse of time or both, result in such an event of default, default or (d) the purchase - of such shares of Common Stock Securities would, in the reasonable opinion view of the BoardBoard (excluding such Management Securityholder and other members of the Board who are designees of any Continuing Securityholder), be imprudent materially detrimental to the Company 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 Securities on the Company's or any of its subsidiaries' ability to meet their respective obligations under any Financing DocumentDocument or otherwise. If shares of Common Stock that Securities which 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 those Securities up to the Maximum Amount (if any) (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 Securities of all Management Stockholders Securityholders whose shares of Common Stock Securities 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 Securities that the Company is obligated to purchase from such Management Stockholders Securityholders (but for this Section 75) exceeds the Maximum Amount, such shares of Common Stock Securities pro rata among such --- ---- Management Stockholders Securityholders on the basis of the total number of shares of Common Stock Securities held by each of such Management Stockholders Securityholders 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 amount the Company purchases pursuant to clause (a) above, the shares of Common Stock Securities of all Management Stockholders Securityholders whose shares of Common Stock Securities are being purchased by the Company by reason of termination of employment without Cause or due to Retirement or resignation for Good Reason up to the Maximum Amount (as reduced by shares described in clause (a) to be purchased) and, to the extent that the number of shares of Common Stock Securities that the Company is obligated to purchase from such Management Stockholders Securityholders (but for this Section 75) exceeds the Maximum AmountAmount (as reduced by shares described in clause (a) to be purchased), such shares of Common Stock Securities pro rata among such Management --- ---- Stockholders Securityholders on the basis of the total number of shares of Common Stock Securities held by each of such Management Stockholders Securityholders that the Company is obligated or has the right to purchase, and (c) Third, to the extent the Maximum Amount is in excess of the amounts the Company purchases pursuant to clauses (a) and (b) above, the shares of Common Stock of all other Management Stockholders Securityholders whose shares of Common Stock Securities are being purchased by the Company up to the Maximum Amount (as reduced by shares described in clauses (a) and (b) to be purchased) and, to the extent that the number of shares of Common Stock Securities that the Company is obligated to purchase from such Management Stockholders Securityholders (but for this Section 75) exceeds the Maximum AmountAmount (as reduced by shares described in clauses (a) and (b) to be purchased), the shares of Common Stock Securities of such Management Stockholders Securityholders in such order of priority and in such amounts as the Board (excluding such Management Securityholders and other members of the Board who are designees of MJD Partnersany Continuing Securityholder) in its sole discretion shall in good faith determine to be appropriate under the circumstances. Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due to any Management Securityholder under this Agreement by reason of this Section 75, the Company shall have the option to either (i) make such payment at the earliest practicable date permitted under this Section 7 5 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 86% from the date such payment is due and owing to the date such payment is made. All payments made or (ii) pay the purchase price for such Securities with a subordinated note bearing interest at a rate of interest accrued hereunder 6% per annum which is fully subordinated in right of payment and exercise of remedies to the lenders' rights under the Financing Documents, provided, that such subordinated note shall be paid only off at the earliest practicable date of payment by the Company for the shares of Common Stock being purchasedpermitted under this Section 5.

Prohibited Purchases. Notwithstanding anything to the contrary -------------------- herein, the Company Endo LLC shall not be permitted or obligated to purchase any shares of Common Stock hereunder from a Management Stockholder (or make any payment for any purchased shares of Common Stock) pursuant to Section 2.1 or Section 3.1 hereof to the extent (ai) Endo LLC or the Company (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) is prohibited from - purchasing such shares by applicable law (or incurring debt to finance the purchase of such shares or making payment for such purchased shares) by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof agreements (the "Financing --------- DocumentsAgreements") entered into by Endo LLC, ---------- the Company or any of its subsidiariestheir respective subsidiaries or by applicable law, (bii) a --------- - an event of default under any Agreement has occurred and is continuing or a condition exists which would, with notice or lapse of time or both, result in an event of default under any Financing Document and is continuing, Agreement or (ciii) the - purchase of such shares by Endo LLC or the Company (if the Company were to be the sole source of Common Stock would, the funds necessary to make any such payment or purchase) (including the incurrence of any debt which in the reasonable opinion judgment of the LLC Board mightis necessary to finance such purchase or the payment for such purchased shares) (A) could, in the judgment of the LLC Board, result in the occurrence of an event of default under any Financing Document Agreement or create a condition which would or might, with notice or lapse of time or both, result in such an event of defaultdefault under any Agreement, or (dB) the purchase - of such shares of Common Stock would, in the reasonable opinion judgment of the LLC Board, be imprudent in view of the financial condition (present or projected) of Endo LLC and its subsidiaries, if any, taken as a whole, or the Company or any of and its subsidiaries subsidiaries, taken as a whole, or the anticipated impact of the purchase of (or payment for) such shares on Endo LLC's, the Company's (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) or any of its their respective subsidiaries' ability to meet their respective obligations obligations, including under any Financing DocumentAgreement or (C) could, in the judgment of the LLC Board, constitute a fraudulent conveyance or transfer or render Endo LLC or the Company (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) insolvent under applicable law or violate limitations in the Delaware General Corporation Law on repurchases of stock. If shares of Common Stock that the Company which Endo LLC has the right or obligation to purchase (or make payment for) on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "Maximum Amount"), the Company Endo LLC shall purchase (or pay for) -------------- 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 LLC Board shall in good faith determine, applying the following order of priority: (a) Firstfirst, the shares of Common Stock of all Management Stockholders whose shares of Common Stock are being (or were) purchased by the Company Endo LLC by reason of termination of employment due to death or Disability up to the Maximum Amount and, to the extent that the number of shares of Common Stock that the Company Endo LLC is obligated or has the right to purchase (or pay for) 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 Endo LLC is obligated or has the right to purchasepurchase (or pay for), and (b) Secondsecond, to the extent that the Maximum Amount is in excess of the amount the Company Endo LLC purchases (or pays for) pursuant to clause (a) above, the shares of Common Stock of all Management Stockholders whose shares of Common Stock are being (or were) purchased (or paid for) by the Company Endo LLC by reason of termination of employment without Cause or due to Retirement or resignation for Good Reason up to the Maximum Amount and, to the extent that the number of shares of Common Stock that the Company Endo LLC is obligated or has the right 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 Endo LLC is obligated or has the right to purchasepurchase (or pay for), and (c) Thirdthird, to the extent the Maximum Amount is in excess of the amounts the Company Endo LLC purchases (or pays for) pursuant to clauses (a) and (b) above, the shares of Common Stock of all other Management Stockholders whose shares of Common Stock are being (or were) purchased (or paid for) by the Company Endo LLC for any other reason up to the Maximum Amount and, to the extent that the number of shares of Common Stock that the Company Endo LLC is obligated or has the right to purchase (or pay for) from such Management Stockholders (but for this Section 7) exceeds the Maximum Amount, the shares of Common Stock of such Management Stockholders in such order of priority and in such amounts as the LLC Board (excluding members who are designees of MJD Partners) in its sole discretion shall in good faith determine to be appropriate under the circumstances. Notwithstanding Subject to Sections 2.1(c)and 3.1(c) hereof, notwithstanding anything to the contrary contained in this Agreement, if the Company Endo LLC is unable to make purchase any payment when due under Management Stockholder's shares pursuant to Section 2.1 or 3.1 of this Agreement by reason of this Article V (or make any payment for any purchased shares), Endo LLC may nonetheless in the case of Section 7, 3.1 hereof exercise its option to purchase such shares and in the Company case of purchases pursuant to Sections 2.1 or 3.1 hereof shall purchase (or make payment for) such payment shares at the earliest practicable date permitted under this Section 7 Article V and any such payment therefor shall accrue simple interest (or if such payment is accruing interest at such time, shall continue to accrue interest) at a rate 6% per annum of 8% from the date such payment is due and owing would have been made but for this Article V to the date such payment is actually made. All payments of interest accrued hereunder shall be paid only at the date of payment by the Company Endo LLC for the shares of Common Stock being purchased.. Any shares as to which Endo LLC has exercised its right to purchase pursuant to Section 3.1 hereof may not otherwise be sold by the Management Stockholder notwithstanding non-payment there for pursuant to this Article V.

Prohibited Purchases. Notwithstanding anything to the contrary -------------------- herein, the Company shall not be permitted or obligated to purchase any shares of Common Capital Stock from a Management Stockholder 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") thereof, which have been entered into or which may be entered into by the Company or any of its subsidiariesSubsidiaries, including those to acquisitions by the Company or recapitalizations by the Company (the “Financing Documents”), (b) a --------- - 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, (c) the - purchase of such shares of Common Capital Stock would, or in the reasonable opinion view of the Board might(excluding, if applicable, such Management Stockholder and other members of the Board who are designees of the Management Stockholders), would be reasonably likely to result in the occurrence of an event of default under any Financing Document or create a condition which would or mightbe reasonably likely to, with notice or lapse of time or both, result in such an event of default, default or (d) the purchase - of such shares of Common Capital Stock would, in the reasonable opinion view of the BoardBoard (excluding such Management Stockholder and other members of the Board who are designees of the Management Stockholders), be imprudent in view of the financial condition (present or projected) of the Company or any of its subsidiaries Subsidiaries or the anticipated impact of the purchase of such shares of Capital Stock on the Company's ’s or any of its subsidiaries' Subsidiaries’ ability to meet their respective obligations under any Financing DocumentDocument or otherwise. If shares of Common Capital Stock that which 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 Capital Stock up to the Maximum Amount (if any) (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 Capital Stock of all Management Stockholders whose shares of Common Capital 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 Capital Stock that the Company is obligated to purchase from such Management Stockholders (but for this Section 75) exceeds the Maximum Amount, such shares of Common Capital Stock pro rata among such --- ---- Management Stockholders on the basis of the number of shares of Common Capital Stock held by each of such Management Stockholders that the Company is obligated to or has the right to purchase, and, (b) Second, to the extent that the Maximum Amount is in excess of the amount the Company purchases pursuant to clause (a) above, the shares of Common Capital Stock of all Management Stockholders whose shares of Common Capital Stock are being purchased by the Company by reason of termination of employment without Cause or due to Retirement or resignation for Good Reason up to the Maximum Amount (as reduced by shares described in clause (a) to be purchased) and, to the extent that the number of shares of Common Capital Stock that the Company is obligated to purchase from such Management Stockholders (but for this Section 75) exceeds the Maximum AmountAmount (as reduced by shares described in clause (a) to be purchased), such shares of Common Capital Stock pro rata among such Management --- ---- Stockholders on the basis of the number of shares of Common Capital Stock held by each of such Management Stockholders that the Company is obligated or has the right to purchase, and (c) Third, to the extent the Maximum Amount is in excess of the amounts the Company purchases pursuant to clauses (a) and (b) above, the shares of Common Capital Stock of all other Management Stockholders whose shares of Common Capital Stock are being purchased by the Company up to the Maximum Amount (as reduced by shares described in clauses (a) and (b) to be purchased) and, to the extent that the number of shares of Common Capital Stock that the Company is obligated to purchase from such Management Stockholders (but for this Section 75) exceeds the Maximum AmountAmount (as reduced by shares described in clauses (a) and (b) to be purchased), the shares of Common Capital Stock of such Management Stockholders in such order of priority and in such amounts as the Board (excluding such Management Stockholders and other members of the Board who are designees of MJD Partnersthe Management Stockholders) in its sole discretion shall in good faith determine to be appropriate under the circumstances. Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due to any Management Stockholder under this Agreement by reason of this Section 75, the Company shall have the option to either (i) make such payment at the earliest practicable date permitted under this Section 7 5 or (ii) pay the purchase price for such shares of Capital Stock with a subordinated note, which is fully subordinated in right of payment 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 exercise of 8% from the date such payment is due and owing remedies to the date such payment is made. All payments of interest accrued hereunder shall be paid only at lenders’ rights under the date of payment by the Company for the shares of Common Stock being purchasedFinancing Documents.

Prohibited Purchases. Notwithstanding anything to the contrary -------------------- herein, the Company shall not be permitted or obligated to purchase any shares of Common Stock hereunder from a Management Stockholder pursuant to Section 2.1 to the extent (ai) the Company is prohibited from - purchasing such shares by applicable law (or incurring debt to finance the purchase of such shares) by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof agreements (the "Financing --------- DocumentsAgreements") entered into by the Company or any of its subsidiariessubsidiaries or by applicable law, (bii) a --------- - an event of default under any Agreement has occurred and is continuing or a condition exists which would, with notice or lapse of time or both, result in an event of default under any Financing Document and is continuing, Agreement or (ciii) the - purchase of such shares (including the incurrence of Common Stock would, or any debt which in the reasonable opinion judgment of the Board might, is necessary to finance such purchase) (A) could in the judgment of the Board result in the occurrence of an event of default under any Financing Document Agreement or create a condition which would or might, with notice or lapse of time or both, result in such an event of defaultdefault under any Agreement, or (dB) the purchase - of such shares of Common Stock would, in the reasonable opinion judgment of the Board, be imprudent in view of the financial condition (present or projected) of the Company or any of and its subsidiaries subsidiaries, taken as a whole, 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 obligations, including under any Financing DocumentAgreement, or to satisfy and make their planned capital and other expenditures and projections or (C) could, in the judgment of the Board, constitute a fraudulent conveyance or transfer or render the Company insolvent under applicable law or violate limitations in the Delaware General Corporation Law on repurchases of stock. If shares of Common Stock that which 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) Firstfirst, 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 up to the Maximum Amount 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) Secondsecond, to the extent that the Maximum Amount is in excess of the amount the Company purchases pursuant to clause (a) above, 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 without Cause or due to Retirement or resignation for Good Reason up to the Maximum Amount 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 (c) Thirdthird, to the extent the Maximum Amount is in excess of the amounts the Company purchases pursuant to clauses (a) and (b) above, the shares of Common Stock of all other Management Stockholders whose shares of Common Stock are being purchased by the Company up to the Maximum Amount 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, the shares of Common Stock of such Management Stockholders in such order of priority and in such amounts as the Board (excluding members who are designees of MJD Partners) in its sole discretion shall in good faith determine to be appropriate under the circumstances. For the purposes of the foregoing (a), (b) and (c), Pre-existing Options shall be treated, at the Company's election, as the equivalent of the Common Stock underlying such Pre-existing Options. Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due to any Management Stockholder under this Agreement by reason of this Section 7Article V, the Company shall make such payment at the earliest practicable date permitted under this Section 7 Article V 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.any

Prohibited Purchases. Notwithstanding anything to the contrary -------------------- herein, the Company shall not be permitted or obligated to purchase any shares of Common Stock Shares from a Management Stockholder hereunder to the extent (ai) the Company is prohibited from - purchasing such shares 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 subsidiariesdirect or indirect Subsidiaries, (bii) a --------- - default has occurred under any Financing Document and is continuing, (ciii) the - purchase of such shares of Common Stock Shares would, or in the reasonable opinion of the Board of Directors 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 (div) the purchase - of such shares of Common Stock Shares would, in the reasonable opinion of the BoardBoard of Directors, be imprudent in view of the financial condition (present or projected) of the Company or any of its subsidiaries Subsidiaries or the anticipated impact of the purchase of such shares Shares on the Company's or any of its subsidiariesSubsidiaries' ability to meet their respective obligations under any Financing Document. If shares of Common Stock that Shares which 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 Shares up to the Maximum Amount (if any) (and shall not be required to purchase more than the Maximum Amount) in such amounts as the Board of Directors shall in good faith determine, applying the following order of priority: (aA) First, the shares of Common Stock Shares of all Management Stockholders whose shares of Common Stock Shares 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 Shares that the Company is obligated to purchase from such Management Stockholders (but for this Section 78.2) exceeds the Maximum Amount, such shares of Common Stock pro rata Shares PRO RATA among such --- ---- Management Stockholders on the basis of the number of shares of Common Stock Shares held by each of such Management Stockholders that the Company is obligated or has the right to purchase, and (bB) Second, to the extent that the Maximum Amount is in excess of the amount the Company purchases pursuant to clause (aA) above, the shares of Common Stock Shares of all Management Stockholders whose shares of Common Stock Shares are being purchased by the Company by reason of termination of employment without Cause or due to Retirement or resignation for Good Reason up to the Maximum Amount and, to the extent that the number of shares of Common Stock Shares that the Company is obligated to purchase from such Management Stockholders (but for this Section 78.2) exceeds the Maximum Amount, such shares of Common Stock pro rata Shares PRO RATA among such Management --- ---- Stockholders on the basis of the number of shares of Common Stock Shares held by each of such Management Stockholders that the Company is obligated or has the right to purchase, and (cC) Third, to the extent the Maximum Amount is in excess of the amounts the Company purchases pursuant to clauses (aA) and (bB) above, the shares of Common Stock Shares of all other Management Stockholders whose shares of Common Stock Shares are being purchased by the Company up to the Maximum Amount and, to the extent that the number of shares of Common Stock Shares that the Company is obligated to purchase from such Management Stockholders (but for this Section 78.2) exceeds the Maximum Amount, the shares of Common Stock Shares of such Management Stockholders in such order of priority and in such amounts as the Board (excluding members who are designees of MJD Partners) Directors in its sole discretion shall in good faith determine to be appropriate under the circumstances. Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due to any Management Stockholder under this Agreement by reason of this Section 78.2, 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 purchased8.2.

Prohibited Purchases. Notwithstanding anything to the contrary -------------------- herein, the Company shall not be permitted or obligated to purchase any shares of Common Stock hereunder Shares under this Section 3 to the extent (aA) 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 --------- DocumentsFINANCING DOCUMENTS") entered into by the Company or any of its subsidiaries, (bB) a --------- - 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, (cC) the - purchase of such shares of Common Stock Shares would, or in the reasonable opinion of the Board (excluding such Management Stockholder and other members of the Board who are designees of the Management Stockholders) 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 (dD) the purchase - of such shares of Common Stock Shares would, in the reasonable opinion of the BoardBoard (excluding such Management Stockholder and other members of the Board who are designees of the Management Stockholders), 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 Shares 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 AmountMAXIMUM AMOUNT"), the Company shall purchase on such date only -------------- that number of shares of Common Stock Shares up to the Maximum Amount (and shall not be required to purchase more than the Maximum Amount) in such amounts as the Board (excluding such Management Stockholder and other members of the Board who are designees of the Management Stockholders) 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 amount the Company purchases pursuant to clause (a) above, 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 without Cause or due to Retirement or resignation for Good Reason up to the Maximum Amount 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 (c) Third, to the extent the Maximum Amount is in excess of the amounts the Company purchases pursuant to clauses (a) and (b) above, the shares of Common Stock of all other Management Stockholders whose shares of Common Stock are being purchased by the Company up to the Maximum Amount 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, the shares of Common Stock of such Management Stockholders in such order of priority and in such amounts as the Board (excluding members who are designees of MJD Partners) in its sole discretion shall in good faith determine to be appropriate under the circumstances. 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 73.7, the Company shall have the option to either: (I) make such payment at the earliest practicable date permitted under this Section 7 3.7 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 , PROVIDED that all payments of interest accrued hereunder shall be paid only at the date of payment by the Company for the shares of Common Stock Shares being purchased, or (II) pay the purchase price for such Shares with a subordinated note which is fully subordinated in right of payment and exercise of remedies to the lenders' rights under the Financing Documents and the maturity date of which is 30 days after the latest maturity date on any debt of the Company which is outstanding (or reasonably expected to become outstanding) as of the date such subordinated note is issued.

Prohibited Purchases. Notwithstanding anything any thing to the contrary -------------------- herein, but subject to Sections 5.2 and 5.3 hereof, the Company shall not be permitted or obligated to purchase any shares of Common Stock and/or Vested Options from a Management Stockholder hereunder to the extent (a) the Company is prohibited from - purchasing such shares and/or such Vested Options 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 shall have occurred and be continuing under any Financing Document and is continuingDocument, (c) the - purchase of such shares of Common Stock and/or such Vested Options 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 and/or such Vested Options would, in the reasonable opinion of the Board, be imprudent materially adverse to the Company and its subsidiaries, taken as a whole, in view of (i) the financial condition (then-present or projected) of the Company or any of its subsidiaries or (ii) the anticipated impact of the purchase of such shares and/or such Vested Options on the Company's or any of its subsidiaries' ability to meet their its respective obligations under any Financing Document. If , (e) the purchase of such (i) First, all shares of Common Stock (a) which constitute Rollover Shares or which were or are issuable in respect of Rollover Options and (b) which are being purchased by the Company by reason of the termination of a Management Stockholder's employment due to death or Disability, provided that, to the extent that the number of such shares of Common Stock that the Company has the right or obligation is obligated to purchase on any date exceed from such Management Stockholders (but for this Section 5) exceeds 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 pro rata among such Management Stockholders on the basis of the number of such shares of Common Stock held by each of such Management Stockholders that the Company is obligated or has the right to purchase, and (ii) Second, to the extent that the Maximum Amount is in excess of the amount the Company purchases pursuant to clause (and shall not be required to purchase more than i) above, all of the Maximum Amount) in such amounts as the Board shall in good faith determine, applying the following order of priority: (a) First, the other 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 such other shares of Common Stock that the Company is obligated to purchase from such Management Stockholders (but for this Section 75) exceeds the Maximum Amount, such other 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 amount the Company purchases pursuant to clause (a) above, 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 without Cause or due to Retirement or resignation for Good Reason up to the Maximum Amount 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 (c) Third, to the extent the Maximum Amount is in excess of the amounts the Company purchases pursuant to clauses (a) and (b) above, the shares of Common Stock of all other Management Stockholders whose shares of Common Stock are being purchased by the Company up to the Maximum Amount 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, the shares of Common Stock of such Management Stockholders in such order of priority and in such amounts as the Board (excluding members who are designees of MJD Partners) in its sole discretion shall in good faith determine to be appropriate under the circumstances. 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.pro