Restriction on Redemption and Acquisition of Own Shares. The Parent will not directly or indirectly redeem, purchase, retire or otherwise acquire for consideration any shares, stock or warrants issued by it or set apart any sum for any such purpose (other than for the purpose of any Employee Share Scheme) or otherwise reduce its capital, in each case without the consent of the Majority Lenders, PROVIDED THAT the Parent may purchase or otherwise acquire any stock issued by it if (and only if) each of the following conditions is met:
(a) the Parent is satisfied that it will be in compliance with paragraph (a) of Clause 22.2 (Financial Condition) if that purchase or other acquisition is made;
(b) the Parent has not received notice from the Agent certifying that a Default has occurred and is continuing.
Restriction on Redemption and Acquisition of Own Shares. It will not, and will procure that none of its subsidiaries will, directly or indirectly redeem, purchase, retire or otherwise acquire for consideration any shares, warrants or other equity or equity related securities issued by it or set apart any sum for any such purpose or otherwise reduce its capital without the consent of the Agent (acting on the instructions of the Majority Lenders), except to the extent that any sums paid or set apart by ChiRex Inc. in respect of the redemption, purchase, retirement or acquisition of its shares, when added to any other Restricted Payments, do not exceed in aggregate the Available Amount.
Restriction on Redemption and Acquisition of Own Shares. Neither the Parent nor Regentrealm nor Runecorp nor Solvecorp nor Finalrealm nor Deluxestar nor UB Finance nor Burlington Cayman will directly or indirectly redeem, purchase, retire or otherwise acquire for consideration any shares or warrants issued by it or set apart any sum for any such purpose or otherwise reduce its capital unless pursuant to, or in connection with any Permitted Reorganisation of the type referred to in paragraph (b) of the definition of Permitted Reorganisation.
Restriction on Redemption and Acquisition of Own Shares. No Obligor will, and each Obligor will procure that none of its Subsidiaries will, directly or indirectly redeem, purchase, retire or otherwise acquire for consideration any shares or warrants issued by it or set apart any sum for any such purpose or otherwise reduce its capital, provided that an Obligor may take such action if:
(i) it is a direct or indirect wholly-owned Subsidiary of UK Newco 3 which has entered into, or contemporaneously enters into, Security Documents with respect to all or substantially all of its assets; and
(ii) such action is undertaken as part of a Group re-organisation permitted under this Agreement, but provided further that such action may not be taken if following the occurrence of a Senior Default (as defined in the Intercreditor Agreement) which is continuing, the Facility Agent has (on the instructions of the Majority Senior Creditors (as defined in the Intercreditor Agreement)) served a written notice on the Parent suspending such action;
Restriction on Redemption and Acquisition of Own Shares. The Parent will not directly or indirectly redeem, purchase, retire or otherwise acquire for consideration any shares, stock or warrants issued by it or set apart any sum for any such purpose (other than for the purpose of any Employee Share Scheme) or otherwise reduce its capital, in each case without the consent of the Majority Banks, provided that the Parent may purchase or otherwise acquire any stock issued by it if (and only if) each of the following conditions is met:
(a) the consideration for any such purchase or other acquisition is paid following delivery to the Facility Agent of the unaudited consolidated management accounts of the Parent for the last complete Accounting Quarter ending prior to the date of the payment of that consideration;
(b) the consideration for any such purchase or other acquisition is paid following delivery to the Facility Agent of the compliance certificate required to be delivered under sub-clause 19.6.5(a) at the same time as the accounts referred to in sub-clause 19.4.4
(a) demonstrating compliance with Clause 19.7;
(c) the Parent has not received notice from any Agent certifying that an Event of Default or Potential Event of Default has occurred and is continuing or would occur as a result of that purchase or other acquisition;
(d) the Facility Agent has received 5 Business Days' notice of the intention to make that that purchase or other acquisition and the amount of the consideration for it; and
(e) the aggregate consideration for that purchase or other acquisition does not exceed the Unutilised Available Amount at the relevant time in respect of the Accounting Quarter in which that purchase or other acquisition is made.
