Restrictions on Repurchase. Notwithstanding anything to the contrary contained in this Agreement, all purchases of shares of Company Common Stock by the Company shall be subject to applicable restrictions contained in federal law and the DGCL and in the Company’s and its respective subsidiaries’ debt and equity financing agreements. Notwithstanding anything to the contrary contained in this Agreement, if any such restrictions prohibit or otherwise delay any purchase of shares of Company Common Stock which the Company is otherwise entitled or required to make pursuant to this Paragraph 5, then the Company shall have the option to make such purchases pursuant to this Paragraph 5 within thirty (30) days of the date that it is first permitted to make such purchase under the laws and/or agreements containing such restrictions, but in no event later than the first anniversary of the applicable Repurchase Event. Notwithstanding anything to the contrary contained in this Agreement, the Company and its subsidiaries shall not be obligated to effectuate any transaction contemplated by this Paragraph 5 if such transaction would violate the terms of any restrictions imposed by agreements evidencing the Company’s Indebtedness. In the event that any shares of Company Common Stock are sold by a Management Holder pursuant to this Paragraph 5, the Management Holder, and such Management Holder’s successors, assigns or representatives, will take all reasonable steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals with respect to such Management Holder and take all other actions necessary and desirable to facilitate consummation of such sale in a timely manner.
Restrictions on Repurchase. Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Securities by the Company pursuant to the Repurchase Option and all payments of principal and interest on any promissory note issued pursuant to Section 3(e)(ii) shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law or such other governing corporate or limited liability company law, and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of Executive Securities hereunder which the Company is otherwise entitled or required to make, (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchases or (iii) the payment of principal or interest required to be paid on any Repurchase Note issued pursuant to Section 3(e)(ii), then the Company (or the corporate successor to the Company, if applicable) may make such repurchases and may pay amounts due on such note as soon as it is permitted to make repurchases, pay such amounts or receive funds from Subsidiaries under such restrictions. The Company agrees to use commercially reasonable efforts to have payments of principal or interest on any Repurchase Note be permitted distributions pursuant to any debt or equity financing arrangement.
Restrictions on Repurchase. Notwithstanding anything to the contrary -------------------------- contained in this Agreement, all repurchases of Executive Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Stock hereunder which the Company is otherwise entitled to make, the time periods in this Section 8 shall be suspended and the Company may make such repurchases as soon as it is permitted to do so under such restrictions.
Restrictions on Repurchase. Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by ACP shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the applicable debt and equity financing agreements of the Company Group. If any such restrictions prohibit the repurchase of Executive Shares hereunder that ACP is otherwise entitled or required to make hereunder, ACP may repurchase such Executive Shares as soon as it is permitted to do so under the Delaware General Corporation Law or such applicable agreement restrictions.
Restrictions on Repurchase. Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Securities by the Holding Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law. If any such restrictions prohibit the repurchase of Executive Securities hereunder which the Holding Company is otherwise entitled or required to make, (i) the Holding Company may make such repurchases as soon as it is permitted to do so under such restrictions, or (ii) the Holding Company may allow Bruckmann, Xxxxxx, Xxxxxxxx & Co. II, L.P. and Agri Beef Co. to purchase such Executive Securities on a pro rata basis based upon their relative ownership of the Common at such time.
Restrictions on Repurchase. Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Securities pursuant to this Section 4 shall be subject to (i) applicable restrictions contained in the Delaware General Corporation Law, and (ii) the prior approval of the Company’s senior lenders at the time (if such approval is required at such time pursuant to the Company’s senior financing documents), and (iii) the Company having sufficient financial stability and liquidity to consummate such repurchase without materially and adversely affecting the Company, as determined in the good faith reasonable discretion of the Board. If any such restrictions prohibit the repurchase of Executive Securities hereunder which the Holding Company is otherwise required to make, the Holding Company shall make such repurchases as soon as it is permitted to do so under such restrictions.
Restrictions on Repurchase. Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Stock hereunder which the Company is otherwise entitled to make, the time periods in this Section 7 applicable to repurchases by the Company, or purchases by the Investors, of Executive Stock (other than repurchases of Incentive Shares, as to which the time periods set forth in the Section 7 shall not be suspended or extended) shall be suspended and shall resume at such time as the Company is permitted to do so under such restrictions, so that the Company and the Investors may make such repurchases and purchases of Executive Stock (other than repurchases of Incentive Shares) during the balance of such period following such time as the Company becomes permitted to make such purchases under such restrictions.
Restrictions on Repurchase. Notwithstanding anything herein to the contrary, all repurchases of Securities by Skype (and/or its designee(s)) pursuant to the exercise of a Call Right shall be made subject to and only if permitted under all applicable legal restrictions and any restrictions contained in any guarantee, financing or security agreement or other document entered into by Skype or any of its Affiliates and in effect on the date as of which Skype’s Call Right is exercised and/or on the date of the Call Closing (a “Financing Agreement”). Without limiting the foregoing, if any restrictions imposed by a Financing Agreement, in the reasonable view of any legal counsel advising the General Partner and/or Skype, prohibit or restrict the repurchase of any Securities, Skype (and/or its designee(s)) shall have the right (but not the obligation) to deliver at the Call Closing, as payment of the purchase price for such Securities, a subordinated note (along with any ancillary documents) with a principal amount equal to such purchase price payable in a single lump sum not later than twenty (20) Business Days after any such restrictions are no longer applicable and bearing interest (accruing quarterly) at a rate per annum equal to the prime interest rate as disclosed in The Wall Street Journal on the date of the applicable Call Notice. If any such restrictions imposed by a Financing Agreement prohibit or restrict the repurchase of Securities by issuance of such a subordinated note or if Skype determines in its reasonably discretion that there is reason to doubt the enforceability of any of the terms (including, without limitation, the subordination clause) of the subordinated note (and/or any ancillary documents), the time periods provided in this Article VIII shall be suspended, and Skype (and/or its designee(s)) shall have the right to make such repurchase as soon as permitted without restriction under any Financing Agreement according to the same terms specified in the original Call Notice(s). In the event that any restrictions imposed by a Financing Agreement prohibit or restrict any such repurchase of Securities for cash or a subordinated note as contemplated by this Section 8.03, Skype shall make a good faith request for a waiver of such prohibition or restriction, if Skype in good faith determines that such a request would not have any adverse effect on its relations with the counterparties under such Financing Agreement or otherwise on any member of the Skype Group; provided that ...
Restrictions on Repurchase. Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Award Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Award Stock for cash and the Sponsors have not elected to acquire all Award Stock which the Company and the Sponsors have a right to repurchase pursuant to this Section 2, the Company shall have the right to deliver, as payment of the repurchase price, a subordinated note or notes payable in up to three equal annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (accruing quarterly) at a rate per annum equal to 7%. Any such notes issued by the Company shall be subject to any restrictive covenants which the Company is subject to at the time of repurchase. If any such restrictions prohibit the repurchase of Award Stock for such subordinated notes and the Sponsors have not elected to acquire all Award Stock which the Company and the Sponsors have a right to repurchase pursuant to this Section 2, the time periods provided in this Section 2 shall be suspended for a period of up to 12 months, and the Company may make such repurchases as soon as it is permitted to do so under such restrictions but in no event later than twelve months after the initial time periods hereunder.
Restrictions on Repurchase. Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Award Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company’s and its Affiliates’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Award Stock for cash and the Sponsors have not elected to acquire all Award Stock which the Company and the Sponsors have a right to repurchase pursuant to this Exhibit, the time periods provided in this Exhibit shall be suspended for a period of up to twelve months, and the Company 64723v1 may make such repurchases as soon as it is permitted to do so under such restrictions but in no event later than twelve months after the initial time periods hereunder.
