Common use of Prohibited Purchases Clause in Contracts

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 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- 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: (i) First, the shares of Stock of all Management Stockholders whose shares of 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 Stock that the Company is obligated to purchase from such Management Stockholders (but for this Section 9) exceeds the Maximum Amount, such shares of Stock pro rata among such Management Stockholders on the basis of the number of shares of Stock held by each of such Management Stockholders that the Company is obligated (but for this Section 9) 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 (i) above, the shares of Stock of all Management Stockholders whose shares of 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 Stock that the Company is obligated to purchase from such Management Stock holders (but for this Section 9) exceeds the Maximum Amount, such shares of stock pro rata among such Management Stockholders on the basis of the number of shares of Stock held by each of such Management Stockholders that the Company is obligated (but for this Section 9) or has the right to pur chase, and (iii) Third, to the extent the Maximum Amount is in excess of the amounts the Company purchases pursuant to clauses (i) and (ii) above, the shares of all other Management Stockholders whose shares of Stock are being purchased by the Company up to the Maximum Amount and, to the extent that the number of shares of Stock that the Company is obligated to purchase (but for this Section 9) from such Management Stockholders exceeds the Maximum Amount, the shares of Stock of such Management Stockholders in such order of priority and in such amounts as the Board in its sole discretion shall in good faith determine to be appropriate under the circumstances. Notwithstanding anything to the contrary contained in this Agreement other than the provisions of Section 1.7, if the Company is unable by reason of this Section 9 to make any payment when due to any Management Stockholder, then, subject to the following paragraphs, the Company shall have the option of either (x) making such payment at the earliest practicable date permitted under this - Section 9 or (y) to the extent permitted under the Loan Documents, proceeding - with the purchase of such shares of Stock by paying for them with a promissory note of the Company with the following terms: (i) a principal amount equal to - such purchase price, (ii) an interest rate equal to the greater of 5% per annum -- and the prime rate as announced by The Chase Manhattan Bank as of the date such promissory note is issued, (iii) a maturity date of one year and one day after --- the maturity of the Company's Loan Documents, (iv) subordination provisions as -- required by the Loan Documents, and (v) such other terms and conditions as the - Company may reasonably determine. All payments of interest accrued hereunder shall be paid only at the date of payment by the Company for the shares of Stock being purchased.