Certain Restrictions on Repurchases Sample Clauses

Certain Restrictions on Repurchases. (i) Notwithstanding any other provision of this Agreement, the Company shall not be obligated or permitted to complete a purchase of any Shares from the Executive if (A) such purchase would result in a violation of, or a default or an event of default under, any bona fide term or provision imposed on the Company by another party in any credit agreement, indenture, guaranty, security agreement or other agreement governing indebtedness of the Company or any of its subsidiaries from time to time (such agreements and instruments, as each may be amended, modified or supplemented from time to time, "Financing Agreements"), in each case as the same may be amended, modified or supplemented from time to time, and notwithstanding its reasonable efforts the Company has not been able to have such term or provision amended or waived, or (B) the Company is not permitted to complete such purchase under applicable law.
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Certain Restrictions on Repurchases. (a) FINANCING AGREEMENTS, ETC. Notwithstanding any other provision of this Agreement, the Company shall not be permitted or obligated to repurchase all or any portion of the Option if (i) there exists and is continuing a default or an event of default under (A) the Secured United States Credit Agreement, dated as of March 27, 1991, among the Company, Lexmark, the financial institutions named on the signature pages thereof and Morgan Guaranty Trust Company of New York, as agent for such instituxxxxx (the "Credit Agreement"), (B) the Note and Stock Purchase Agreements, dated as of March 27, 1991, among Lexmark and the Company and each of the institutional investors named on the signature pages thereof, relating to certain subordinated notes of Lexmark (the "Note Purchase Agreements"), (C) the Securities Purchase Agreement, dated as of March 27, 1991, among the Company and the Institutional Investors relating to the Company's senior cumulative exchangeable preferred stock (together with the Credit Agreement and the Note Purchase Agreements, the "Loan Agreements"), or (D) any other financing or security agreement or document entered into in connection with the Acquisition, or the financing of the Acquisition, or permitted under the Loan Agreements (such agreements and documents and the Loan Agreements, as each may be amended, modified or supplemented form time to time, are hereinafter referred to as the "Financing Agreements"), in each case as the same may be amended, modified or supplemented from time to time, (ii) such repurchase would result in a violation of the terms or provisions of or a default or an event of default under any of the Financing Agreements or (iii) such repurchase would violate any of the terms or provisions of the Certificate of Incorporation of the Company. In the event that a repurchase otherwise permitted or required under Section 4(c) is prevented solely by the terms of the foregoing sentence, such repurchase shall take place without the application of further conditions or impediments (other than as set forth in Section 4 or in this Section 8) 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 of the Financing Agreements or in a violation of any term or provision under the Certificate of Incorporation of the Company.
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Certain Restrictions on Repurchases. Notwithstanding anything to the contrary in the Plan and any Equity Award Agreement, all repurchases by the Company pursuant to this Section 5 shall be subject to the following conditions (as determined by the Board): (A) the Company having funds being legally available for such repurchase, (B) the Company not being in financial distress, (C) the Company having sufficient liquidity to make such repurchase, and (D) the repurchase and the funding of cash by the Company or its Subsidiaries to make such repurchase not being prohibited under any credit facility to which the Company or any Subsidiary is party or by applicable law. In the event that any of the foregoing conditions in (A) through (D) are not satisfied in connection with such repurchase, then the Company may defer consummation of such repurchases until it is able to make such repurchase and satisfy such conditions.
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Certain Restrictions on Repurchases. (a) FINANCING AGREEMENTS, ETC. Notwithstanding any other provision of this Agreement, the Company shall not be permitted or obligated to repurchase any Units from the Grantee if (i) such repurchase would result in a violation of the terms or provisions of, or result in a default or an event of default under any financing or security agreement or document entered into in connection with the Transactions or in connection with the operations of the Company or its subsidiaries from time to time (such agreements and documents, as each may be amended, modified or supplemented from time to time, are referred to herein as the "Financing Agreements"), in each case as the same may be amended, modified or supplemented from time to time, or (ii) such repurchase would violate any of the terms or provisions of the LLC Agreement or (iii) the Company has no funds legally available therefor under Chapter 156B of the Massachusetts General Laws, or any successor statute.
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Certain Restrictions on Repurchases 
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Related to Certain Restrictions on Repurchases

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

  • Certain Restrictions on Subsidiaries The Borrower will not permit any of its Subsidiaries (other than Financing Subsidiaries) to enter into or suffer to exist any indenture, agreement, instrument or other arrangement (other than the Loan Documents) that prohibits or restrains, in each case in any material respect, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the declaration or payment of dividends, the making of loans, advances, guarantees or Investments or the sale, assignment, transfer or other disposition of property to the Borrower by any Subsidiary; provided that the foregoing shall not apply to (i) indentures, agreements, instruments or other arrangements pertaining to other Indebtedness permitted hereby (provided that such restrictions would not adversely affect the exercise of rights or remedies of the Administrative Agent or the Lenders hereunder or under the Security Documents or restrict any Subsidiary in any manner from performing its obligations under the Loan Documents) and (ii) indentures, agreements, instruments or other arrangements pertaining to any lease, sale or other disposition of any asset permitted by this Agreement or any Lien permitted by this Agreement on such asset so long as the applicable restrictions only apply to the assets subject to such lease, sale, other disposition or Lien.

  • Certain Restrictions (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

  • Restrictions on Resale The Awardee agrees not to sell any Shares at a time when Applicable Laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale. This restriction shall apply as long as the Awardee is a Service Provider and for such period after the Awardee's Termination of Service as the Administrator may specify.

  • General Restrictions on Transfer (a) Each Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained in this Agreement.

  • Restrictions on Resales The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

  • Restrictions on Redemption The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).

  • Additional Restrictions on Transfer (a) The certificates representing shares of Executive Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE ISSUER (THE "COMPANY") AND AN EMPLOYEE OF THE COMPANY DATED AS OF MAY 16, 1997, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."

  • Investment Intent; Restrictions on Transfer (a) Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. If the Shares represented by this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation and agreement and shall not be required to furnish the Company with the foregoing written statement.

  • Restrictions on U.S Transfers. Transfers of interests in the Regulation S Global Security to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of Section 3.03(h)(C).

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