Common use of Redemption Prohibited Clause in Contracts

Redemption Prohibited. If, at a Redeemable Redemption Date, the Corporation is prohibited under the Delaware General Corporation Law from redeeming all shares, if any, of Redeemable Preferred Stock for which redemption is required hereunder, then it shall redeem such shares on a pro-rata basis among the holders of Redeemable Preferred Stock in proportion to the full respective redemption amounts to which they are entitled hereunder to the extent possible and shall redeem the remaining shares to be redeemed as soon as the Corporation is not prohibited from redeeming some or all of such shares under the Delaware General Corporation Law, subject to the last paragraph of Section B.6. The shares of Redeemable Preferred Stock not redeemed shall remain outstanding and entitled to all of the rights and preferences provided in this Article IV. The Corporation shall take such commercially reasonable action as shall be necessary and appropriate to review and promptly remove any impediment to its ability to redeem Redeemable Preferred Stock under the circumstances contemplated by this Section B.5(c). In the event that the Corporation fails for any reason to redeem shares for which redemption is required pursuant to Section B.5 (except with respect to failures resulting from the provisions of Section A.5(h) in connection with a redemption under Section B.5(a)(iii) hereof), including, without limitation, due to a prohibition of such redemption under the Delaware General Corporation Law, then during the period from the applicable Redeemable Redemption Date through the date on which such shares are redeemed, the applicable Redeemable Base Liquidation Amount of such shares shall bear interest at the rate of the higher of (i) ten percent (10%) per annum or (ii) four percent (4%) over the Prime Rate as reported in the Wall Street Journal on the Redeemable Redemption Date, with such interest to accrue daily in arrears and to be compounded annually; provided, however, that in no event shall such interest exceed the Maximum Permitted Rate.

Redemption Prohibited. IfSubject to compliance with Section 7.4 hereof, if, at a Redeemable Redemption Purchase Date, the Corporation UK Parent is prohibited under Applicable Laws or under any other contractual or other arrangement, including, without limitation, the Delaware General Corporation Law Credit Agreements or the Intercreditor Agreement, or other legal restriction whatsoever from redeeming all shares, if any, of Redeemable Preferred Stock Subordinated Notes and PIK Notes for which redemption is required hereunderelected hereunder pursuant to the Purchasers' Put, then it UK Parent shall redeem such shares on a pro-rata basis among the holders of Redeemable Preferred Stock in proportion to the full respective redemption amounts to which they are entitled hereunder Subordinated Notes and PIK Notes to the extent possible permissible and shall redeem the remaining shares Subordinated Notes or PIK Notes to be redeemed as soon as the Corporation UK Parent is not prohibited from redeeming some or so prohibited. UK Parent shall use all of such shares under the Delaware General Corporation Law, subject reasonable endeavors to the last paragraph of Section B.6. The shares of Redeemable Preferred Stock not redeemed shall remain outstanding and entitled to all of the rights and preferences provided in this Article IV. The Corporation shall take such commercially reasonable action as shall be necessary and or appropriate to review and promptly remove any impediment to its ability to redeem Redeemable Preferred Stock the Subordinated Notes and PIK Notes under the circumstances contemplated by Section 7.1 hereof other than the Credit Agreements and the Intercreditor Agreement; provided, however, that this Section B.5(c)provision shall not require the repayment of Designated Indebtedness other then upon the occurrence of a Liquidity Event. In the event that the Corporation UK Parent fails for any reason to redeem shares any Subordinated Notes or PIK Notes for which redemption is required pursuant to Section B.5 (except with respect to failures resulting from the provisions of Section A.5(h) in connection with a redemption under Section B.5(a)(iii) 7.1 hereof), including, without limitation, due to a prohibition of such redemption under the Delaware General Corporation Law, then during the period from the applicable Redeemable Redemption Purchase Date through to the date on which such shares Subordinated Notes or PIK Notes are redeemed, redeemed the applicable Redeemable Base Liquidation Amount of such shares Subordinated Notes and PIK Notes which remain outstanding and shall bear continue to accrue interest at the rate provided therein, plus two percent (2%). Nothing in this Section 7.5 shall impair or be deemed to limit, modify or affect the rights of the higher Purchasers (unless otherwise restricted, including, without limitation, under the Intercreditor Agreement) to pursue any available remedy, at law or in equity, to enforce or seek to enforce, in any manner whatsoever, UK Parent's obligations under this Article VII, including without limitation filing any suit or complaint or seeking to file a suit or complaint with any court of (i) ten percent (10%) per annum competent jurisdiction to obtain injunctive or (ii) four percent (4%) over other equitable relief and/or damages arising from a breach of UK Parent's obligation to redeem the Prime Rate as reported Subordinated Notes and the PIK Notes and enforcing any judgment obtained in the Wall Street Journal on the Redeemable Redemption Date, with any such interest suit in any manner available under Applicable Law to accrue daily judgment creditors in arrears and to be compounded annually; provided, however, that in no event shall such interest exceed the Maximum Permitted Rategeneral.

Redemption Prohibited. If, at a Redeemable Convertible Preferred Redemption Date, the Corporation is prohibited under the Delaware General Corporation Law from redeeming all shares, if any, shares of Redeemable Convertible Preferred Stock for which redemption is required hereunder, then it shall redeem such shares on a pro-rata basis among the holders of Redeemable Convertible Preferred Stock in proportion to the full respective redemption amounts to which they are entitled hereunder to the extent possible and shall redeem the remaining shares to be redeemed as soon as the Corporation is not prohibited from redeeming some or all of such shares under the Delaware General Corporation Law, subject to the last paragraph of Section B.66(g). The Any shares of Redeemable Convertible Preferred Stock not redeemed shall remain outstanding and entitled to all of the rights and preferences provided in this Article IV. The Corporation shall take such commercially reasonable action as shall be necessary and or appropriate to review and promptly remove any impediment to its ability to redeem Redeemable Convertible Preferred Stock or Perpetual Preferred Stock under the circumstances contemplated by this Section B.5(c4(e). In the event that the Corporation fails for any reason to redeem shares for which redemption is required pursuant to this Section B.5 (except with respect to failures resulting from the provisions of Section A.5(h) in connection with a redemption under Section B.5(a)(iii) hereof)4, including, including without limitation, limitation due to a prohibition of such redemption under the Delaware General Corporation Law, then during the period from the applicable Redeemable Convertible Preferred Redemption Date through the date on which such shares are redeemed, the applicable Redeemable Convertible Preferred Base Liquidation Amount of such shares shall bear interest at the rate of the higher of (i) ten twelve percent (1012%) per annum or (ii) four percent (4%) over the Prime Rate as reported in the Wall Street Journal on the Redeemable Redemption Dateannum, with such interest to accrue daily in arrears and to be compounded annually; provided, however, that in no event shall such interest exceed the maximum permitted rate of interest under applicable law (the "Maximum Permitted Rate"). In the event that fulfillment of any provision hereof results in such rate of interest being in excess of the Maximum Permitted Rate, the obligation to be fulfilled shall automatically be reduced to eliminate such excess; provided, however, that any subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the applicable Redemption Date. In the event the Corporation fails to redeem shares for which redemption is required pursuant to this Section 4 within six (6) months after the date on which redemption is required, for any reason, and such failure thereafter continues (the period during which such failure shall continue being referred to herein as a "Voting Period"), the number of Directors constituting the Board of Directors shall be automatically increased by a number equal to the number of Directors then constituting the Board of Directors, plus one, and the holders of shares of Convertible Preferred Stock then outstanding shall be entitled, voting as a class on a one-vote-per-share basis (to the exclusion of the holders of all other securities and classes of capital stock of the Corporation), to elect such additional Directors. As soon as practicable after the commencement of the Voting Period, the Corporation shall call a special meeting of the holders of shares of Convertible Preferred Stock by mailing a notice of such special meeting to such holders, such meeting to be held not more than ten (10) days after the date of mailing of such notice. If the Corporation fails to send a notice, the meeting may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth business day preceding the day on which such notice is mailed. At any such special meeting and at each meeting of holders of shares of Convertible Preferred Stock held during a Voting Period at which Directors are to be elected (or with respect to any action by written consent in lieu of a meeting of stockholders), such holders, voting together as if a single class as contemplated by Section 1 (to the exclusion of the holders of all other securities and classes of capital stock of the Corporation), shall be entitled to elect the number of Directors prescribed in this Section 4(e), and each share of Convertible Preferred Stock shall be entitled to one (1) vote (whether voted in person by the holder thereof or by proxy or pursuant to a stockholders' consent). The terms of office of all persons who are Directors of the Corporation at the time of a special meeting of the holders of Convertible Preferred Stock to elect Directors shall continue, notwithstanding the election at such meeting of the additional Directors that such holders are entitled to elect, and the persons so elected by such holders, together with the remaining incumbent Directors, shall constitute the duly elected Directors of the Corporation. Simultaneously with the termination of a Voting Period upon the redemption of all outstanding shares of Convertible Preferred Stock, the terms of office of the additional Directors elected by the holders of the Convertible Preferred Stock shall terminate, the remaining Directors shall constitute the Directors of the Corporation and the voting rights of such holders to elect additional Directors pursuant to this Section 4(e) shall cease.

Redemption Prohibited. If, at a Redeemable Convertible Redemption Date, the Corporation is prohibited under the Delaware General Corporation Law from redeeming all shares, if any, shares of Redeemable Preferred Convertible Stock for which redemption is required hereunder, then it shall redeem such shares shares, if any, on a pro-rata basis among the holders of Redeemable Preferred Convertible Stock in proportion to the full respective redemption amounts to which they are entitled hereunder to the extent possible and shall redeem the remaining shares to be redeemed as soon as the Corporation is not prohibited from redeeming some or all of such shares under the Delaware General Corporation Law, subject to the last paragraph of Section B.6A.8. The Any shares of Redeemable Preferred Convertible Stock not redeemed shall remain outstanding and entitled to all of the rights and preferences provided in this Article IV. The Corporation shall take such commercially reasonable action as shall be necessary and or appropriate to review and promptly remove any impediment to its ability to redeem Redeemable Preferred Convertible Stock under the circumstances contemplated by this Section B.5(cA.5(e). In the event that the Corporation fails for any reason to redeem shares for which redemption is required pursuant to this Section B.5 A.5 (except with respect to failures resulting from the provisions of Section A.5(h) in connection with a redemption under Section B.5(a)(iiiA.5(a)(ii) hereof), including, including without limitation, limitation due to a prohibition of such redemption under the Delaware General Corporation Law, then during the period from the applicable Redeemable Convertible Redemption Date through the date on which such shares are redeemed, the applicable Redeemable Convertible Preferred Base Liquidation Amount of such shares shall bear interest payable in cash at the rate of the higher of (i) ten percent (10%) per annum or (ii) four percent (4%) over the Prime Rate as reported in the Wall Street Journal on the Redeemable Convertible Redemption Date, with such interest to accrue daily in arrears and to be compounded annually; provided, however, that in no event shall such interest exceed the maximum permitted rate of interest under applicable law (the "Maximum Permitted Rate"). In the event that fulfillment of any provision hereof results in such rate of interest being in excess of the Maximum Permitted Rate, the obligation to be fulfilled shall automatically be reduced to eliminate such excess; provided, however, that any subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the applicable Convertible Redemption Date.