Common use of Restrictions on Repurchase Clause in Contracts

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 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 agreementsDelaware General Corporation Law. 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 that the Company is otherwise entitled or required to make pursuant to this Paragraph Section 5, then the Company shall have the option to make such purchases pursuant to this Paragraph Section 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 Section 5 if such transaction would violate the terms of any restrictions imposed by agreements evidencing the Company’s (or any of its subsidiaries’) Indebtedness. In the event that any shares of Company Common Stock are sold by a Management Holder pursuant to this Paragraph Section 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, (i) all purchases of shares of Company Common Stock by the Company Company, its Subsidiaries or the Apollo Group 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 Agreementany federal, state or non-U.S. law; (ii) if any such restrictions prohibit or otherwise delay any purchase of shares of Company Common Stock which the Company Company, the Subsidiaries thereof or the Apollo Group is otherwise entitled or required to make pursuant to this Paragraph Section 5, then the Company Company, the Subsidiaries thereof and the Apollo Group shall have the option to make such purchases pursuant to this Paragraph Section 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, ; and (iii) the Company and its subsidiaries Subsidiaries shall not be obligated to effectuate any transaction contemplated by this Paragraph Section 5 if such transaction would violate the terms of any restrictions imposed by agreements evidencing the Company’s Indebtednessindebtedness of the Company or any of its Subsidiaries. In the event that any shares of Company Common Stock are sold by a Management Holder pursuant to this Paragraph Section 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. For the avoidance of doubt, in the event a repurchase is delayed pursuant to the terms of this Section 5(d), the determination date for purposes of determining the Fair Market Value shall be the date on which the closing date of the purchase of the applicable shares would have occurred but for the delay.

Restrictions on Repurchase. Notwithstanding anything to the contrary contained in this Agreement, (i) all purchases of shares of Company Common Stock by the Company Company, its Subsidiaries or the Apollo Group 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 Agreementany federal, state or non-U.S. law; (ii) if any such restrictions prohibit or otherwise delay any purchase of shares of Company Common Stock which the Company Company, the Subsidiaries thereof or the Apollo Group is otherwise entitled or required to make pursuant to this Paragraph 5Section 6, then the Company Company, the Subsidiaries thereof and the Apollo Group shall have the option to make such purchases pursuant to this Paragraph 5 Section 6 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, ; and (iii) the Company and its subsidiaries Subsidiaries shall not be obligated to effectuate any transaction contemplated by this Paragraph 5 Section 6 if such transaction would violate the terms of any restrictions imposed by agreements evidencing the Company’s IndebtednessIndebtedness of the Company or any of its Subsidiaries. In the event that any shares of Company Common Stock are sold by a Management Holder pursuant to this Paragraph 5Section 6, 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. For the avoidance of doubt, in the event a repurchase is delayed pursuant to the terms of this Section 6(d), the determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares.

Restrictions on Repurchase. Notwithstanding anything to the contrary contained in this Agreement, all purchases repurchases of shares of Company Common vested Options and/or Award Stock by the Company shall be subject to applicable restrictions contained in federal law and limitations under the DGCL Delaware General Corporation Law and in the Company’s and its respective subsidiariesSubsidiaries’ debt and equity financing agreements. Notwithstanding anything to the contrary contained in this Agreement, if If any such restrictions or limitations prohibit the repurchase of vested Options or otherwise delay any purchase of shares of Company Common Award Stock for cash and the Sponsors have not elected to acquire all vested Options or Award Stock which the Company is otherwise entitled or required and the Sponsors have a right to make repurchase pursuant to this Paragraph 5Section 2, then the Company shall have the option right to make 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 purchases repurchase and bearing interest (accruing quarterly) at a rate per annum equal to seven percent (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 or limitations prohibit the repurchase of vested Options or Award Stock for such subordinated notes and the Sponsors have not elected to acquire all vested Options or Award Stock which the Company and the Sponsors have a right to repurchase pursuant to this Paragraph 5 within thirty Section 2, the time periods provided in this Section 2 shall be suspended for a period of up to twelve (3012) days of months, and the date that Company may make such repurchases as soon as it is first permitted to make do so under such purchase under the laws and/or agreements containing such restrictions, restrictions or limitations but in no event later than twelve months after 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 mannerinitial time periods hereunder.

Restrictions on Repurchase. Notwithstanding anything to the contrary contained in this Agreement, all purchases of shares of Company Common Stock Units by the Company shall be subject to applicable restrictions contained in (i) federal law law, (ii) the Delaware Limited Liability Company Act and the DGCL and in the Company’s and its respective subsidiaries’ (iii) debt and equity financing agreementsagreements of any of the Company or any subsidiary thereof. 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 Units that the Company is otherwise entitled or required to make pursuant to this Paragraph 5Section 4, then the Company shall have the option to make such purchases pursuant to this Paragraph 5 Section 4 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, neither the Company and its subsidiaries nor any subsidiary thereof shall not be obligated to effectuate effect any transaction contemplated by this Paragraph 5 Section 4 if such transaction would violate the terms of any restrictions imposed by agreements evidencing any indebtedness of the Company’s IndebtednessCompany or subsidiary thereof. In the event that any shares of Company Common Stock Units are sold by a Management Holder pursuant to this Paragraph 5Section 4, 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 purchases of shares of Company Common Stock by the Company shall be subject to applicable restrictions contained in federal federal, state or non-U.S. law and the DGCL and in the Company’s and its respective subsidiaries’ debt and equity financing agreementsagreements evidencing the Company’s Indebtedness. 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 5Section 6, then the Company shall have the option to make such purchases pursuant to this Paragraph 5 Section 6 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 5Section 6, the Company, Apollo Group, 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 sale and take all other actions necessary and desirable to facilitate consummation of such sale in a timely manner. For the avoidance of doubt, in the event a repurchase is delayed pursuant to the terms of this Section 6(e), the determination date for purposes of determining Fair Market Value shall be the date on which the applicable shares could, but for the prohibition or delay described above in this Section 6(e), have been repurchased.

Restrictions on Repurchase. Notwithstanding anything to the contrary contained in this Agreement, all purchases of shares of Company Common Stock or Units, as applicable, by the Company or Hexion LLC, as applicable, shall be subject to applicable restrictions contained in (i) federal law, (ii) (x) in the case of Hexion LLC, the Delaware General Corporation Law or (y) in the case of the Company, applicable New Jersey law and the DGCL and (iii) in the Company’s and its respective subsidiaries’ debt and equity financing agreementsagreements of any of the Company, Hexion LLC or any subsidiary thereof. 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 or Units, as applicable, that the Company or Hexion LLC, as applicable, is otherwise entitled or required to make pursuant to this Paragraph 5Section 4, then the Company or Hexion LLC, as applicable, shall have the option to make such purchases pursuant to this Paragraph 5 Section 4 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, neither the Company and its subsidiaries Company, Hexion LLC nor any subsidiary thereof shall not be obligated to effectuate effect any transaction contemplated by this Paragraph 5 Section 4 if such transaction would violate the terms of any restrictions imposed by agreements evidencing any Indebtedness of the Company’s Indebtedness, Hexion LLC or subsidiary thereof. In the event that any shares of Company Common Stock or Units, as applicable, are sold by a Management Holder pursuant to this Paragraph 5Section 4, 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, (i) all purchases of shares of Company Common Stock Class B Shares by the Company Company, its Subsidiaries or the Apollo Group 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 Agreementany federal, state or non-U.S. law; (ii) if any such restrictions prohibit or otherwise delay any purchase of shares of Company Common Stock Class B Shares which the Company Company, the Subsidiaries thereof or the Apollo Group is otherwise entitled or required to make pursuant to this Paragraph 5Section 6, then the Company Company, the Subsidiaries thereof and the Apollo Group shall have the option to make such purchases pursuant to this Paragraph 5 Section 6 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, ; and (iii) the Company and its subsidiaries Subsidiaries shall not be obligated to effectuate any transaction contemplated by this Paragraph 5 Section 6 if such transaction would violate the terms of any restrictions imposed by agreements evidencing the Company’s Indebtednessindebtedness of the Company or any of its Subsidiaries. In the event that any shares of Company Common Stock Class B Shares are sold by a Management Holder pursuant to this Paragraph 5Section 6, 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. For the avoidance of doubt, in the event a repurchase is delayed pursuant to the terms of this Section 6(d), the determination date for purposes of determining the Fair Market Value shall be the date on which the closing date of the purchase of the applicable shares would have occurred but for the delay.

Restrictions on Repurchase. Notwithstanding anything to the contrary contained in this Agreement, all purchases of shares of Company Common Stock and shares of Preferred Stock by the Company (or its designee) shall be subject to applicable restrictions contained in federal law and the DGCL and in the Company’s 's and its respective subsidiaries’ Subsidiaries' debt and equity financing agreements. Notwithstanding anything to the contrary contained in this Agreement, if any such restrictions prohibit or otherwise delay any the purchase of the shares of Company Common Stock and shares of Preferred Stock hereunder which the Company is otherwise entitled or required to make pursuant to this Paragraph 5make, 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 do so 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 Subsidiaries may not be obligated to effectuate any transaction contemplated by this Paragraph Section 5 if such transaction would violate the terms of any restrictions imposed by agreements evidencing the Company’s Indebtedness's indebtedness. If any restrictions imposed by agreements evidencing the Company's indebtedness prevent or restrict the purchase of the shares, the Company shall use its commercially reasonable best efforts to obtain a waiver of such restrictions (it being understood that the Company is not to required to seek such waiver if it incurs, or is reasonably likely to incur, any expenses other than de minimis expenses in attempting to obtain such waiver). In the event that any shares of Company Common Stock and shares of Preferred Stock are purchased or sold by a Management Holder pursuant to this Paragraph Section 5, the Management Holder, and such Management Holder’s '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 repurchase in a timely manner.

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 Delaware General Corporation Law 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 5Section 4, then the Company shall have the option to make such purchases pursuant to this Paragraph 5 Section 4 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 Section 4 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 5Section 4, 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 purchases of shares of Company Common Stock by the Company shall be subject to applicable restrictions contained in federal law and the DGCL Delaware General Corporation Law 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 Section 5, then the Company shall have the option to make such purchases pursuant to this Paragraph Section 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 Section 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 Section 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 purchases of shares of Company Subject Common Stock by the Company shall be subject to applicable restrictions contained in federal law and the DGCL Delaware General Corporation Law 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 Subject Common Stock which the Company is otherwise entitled or required to make pursuant to this Paragraph Section 5, then the Company shall have the option to make such purchases pursuant to this Paragraph Section 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 Section 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 Subject Common Stock are sold by a Management the Holder pursuant to this Paragraph Section 5, the Management Holder, and such Management the 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 the 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 purchases of shares of Company Common Stock and shares of Preferred Stock by the Company shall be subject to applicable restrictions contained in federal law and the DGCL Delaware General Corporation Law 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 the purchase of the shares of Company Common Stock and shares of Preferred Stock hereunder which the Company is otherwise entitled or required to make pursuant to this Paragraph 5make, 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 do so 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 may not be obligated to effectuate any transaction contemplated by this Paragraph Section 5 if such transaction would violate the terms of any restrictions imposed by agreements evidencing the Company’s Indebtednessindebtedness. If any restrictions imposed by agreements evidencing the Company’s indebtedness prevent or restrict the purchase of the shares, the Company shall use all commercially reasonable efforts to obtain a waiver of such restrictions (it being understood that the Company is not to required to seek such waiver if it incurs, or is reasonably likely to incur, any expenses other than deminimis expenses in attempting to obtain such waiver). In the event that any shares of Company Common Stock and shares of Preferred Stock are purchased or sold by a Management Holder pursuant to this Paragraph Section 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 repurchase in a timely manner.