Repurchase Restrictions. Notwithstanding anything to the contrary ----------------------- contained in this Agreement, all repurchases of Executive Securities by Holdings shall be subject to applicable restrictions contained in the General Corporate Law of the State of Delaware. If any such restrictions prohibit the repurchase of the Executive Securities hereunder which Holdings is otherwise entitled or required to make, Holdings may make such repurchases as soon as it is permitted to do so under such restrictions.
Repurchase Restrictions. The Coating Company shall not purchase, and no Shareholder shall sell to the Coating Company, any of Coating Company's own Shares, whether pursuant to the exercise by the Coating Company of a purchase right
Repurchase Restrictions. 17 Section 5.04 Reasonable Restriction...............................18 Section 5.05 Unauthorized Transfers are Null and Void............................................18 ARTICLE SIX Share Purchase Option After a Change in Control and Buyout Offer After an Impasse..............................................18
Repurchase Restrictions. Notwithstanding any provision of ----------------------- this Agreement to the contrary, if any repurchase or redemption otherwise required under this Agreement or the Registration Rights Agreement would be prohibited in the absence of consent from any lender of the Company or any of the Subsidiaries, or by the holders of any class of securities of the Company, the Company shall use its best efforts to obtain such consent as promptly as practicable after the repurchase or redemption is required and such repurchase or redemption shall not be effected unless and until such consent is obtained. Interest payable by the Company with respect to any such repurchase or redemption shall continue to accrue until such consent is obtained and the repurchase price therefor paid. Nothing contained in this Section 4.12 shall be construed as a waiver by the Purchaser of any rights ------------ it may have by virtue of any breach of any representation or warranty of the Company herein as to the absence of any requirement to obtain any such consent.
Repurchase Restrictions. 12 Section 5.04. Reasonable Restriction................................................... 12 Section 5.05. Unauthorized Transfers are Null and Void................................. 12
Repurchase Restrictions. The Coating Company shall not purchase, and no Shareholder shall sell to the Coating Company, any of Coating Company's own Shares, whether pursuant to the exercise by the Coating Company of a purchase right or otherwise, if immediately thereafter, its assets would be less than its liabilities plus its stated (paid in) capital, if any, or if it is insolvent, or if there is a reasonable ground to believe by such persons it would be rendered insolvent. For the purposes of this Section 5.03, the term "Insolvent" means that the Coating Company is unable to pay its obligations as they become due in the usual course of its business.
Repurchase Restrictions. 3.8.1. Notwithstanding anything to the contrary stated herein, the Company’s right to exercise any option provided for herein shall be subject to the restrictions governing the right of a corporation to purchase its own stock as set forth in Delaware, and such other pertinent federal and state laws, rules, regulations or other governmental restrictions as may now or hereafter be in effect.
3.8.2. Notwithstanding any other provision of this Agreement, the Company shall not be permitted or obligated to repurchase any Company Securities from the Shareholders if (i) there exists and is continuing a default or an event of default under any financing or security agreement to which the Company is a party or any document entered into in connection with this Agreement, (ii) such repurchase would result in a violation of the terms or provisions of or a default or an event of default under any financing agreements or (iii) such repurchase would violate any of the terms or provisions of the Company’s governing documents or the terms of any Company Securities issued by the Company. In the event a repurchase otherwise permitted or required is prevented solely by the terms of the foregoing sentence, such repurchase shall take place without the application of further conditions or impediments at the first opportunity thereafter when no such default, event of default or violation exists or when such repurchase will not result in any such default, event of default, or violation under any financing or security agreements or in violation of any term or provision under the governing documents of the Company or the terms of any Company Securities issued by the Company.
3.8.3. Notwithstanding any other provision of this Agreement, if any repurchase of Company Securities would otherwise take place at a time when the Company has no funds legally available therefor under the General Corporation Law of the State of Delaware, such repurchase will be postponed and will take place without the application of further conditions or impediments at the first opportunity thereafter when the Company has funds legally available therefor.
Repurchase Restrictions. 18 Section 4.13. Legal Opinion........................ 19 Section 4.14.
Repurchase Restrictions. Other than (i) in connection with the repurchase of unvested shares at cost following termination of a Company employee, advisor or consultant; and/or (ii) as specifically agreed in writing between the Purchaser and the Company, the Company shall not repurchase or redeem any outstanding equity securities of the Company, whether in a privately negotiated transaction, open market purchase, issuer self tender offer, accelerated share repurchase program or otherwise (collectively, “Company Repurchases”); provided that the Company may effect Company Repurchases at such prices and on such terms as the Company may determine from time to time for up to an aggregate of 2,500,000 ADSs without the prior written consent of the Purchaser.
Repurchase Restrictions. Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Shares by the Company pursuant to Section 5 shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company’s debt and equity financing agreements
