CONTRACTUAL RESTRICTIONS ON REPURCHASE Sample Clauses

CONTRACTUAL RESTRICTIONS ON REPURCHASE. Notwithstanding any provision to the contrary in Section 3, if the repurchase price for any Shares to be repurchased hereunder exceeds amounts owed under the Note so that after setting off payments due to the Stockholder hereunder against such amounts, the Company remains obligated to make payments to the Stockholder hereunder, and the terms of any of the financing agreements of the Company or its Subsidiaries with their lenders prohibit the Company from making such payments in cash, the Company shall be entitled to complete the repurchase of such Shares by delivering to the Stockholder (or any transferee) a promissory note for that portion of such payment which exceeds any amounts already set off against the Note. Each such promissory note shall (i) bear interest at the rate of five percent (5%) per annum, (ii) provide for the payment of the principal evidenced thereby in such installments and at such times as are permitted under the terms of the Company's and its Subsidiaries' financing agreements with their lenders, (iii) be subordinated to the indebtedness of the Company and its Subsidiaries to their lenders on terms satisfactory to such lenders and (iv) subject to such payment restrictions and subordination provisions, provide for the payment in full of the principal evidenced thereby upon the sale of substantially all of the assets or stock of the Company.
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CONTRACTUAL RESTRICTIONS ON REPURCHASE. Notwithstanding any provision to the contrary in Section 3, if the Company is prohibited by the terms of any of the financing agreements of the Company or any of its Subsidiaries with their commercial lenders ("Lenders") providing Senior Debt (such financing agreements being referred to herein as the "Senior Debt Documents") from making any payments of any portion of the repurchase price for the Shares in cash, (a) the Company shall be entitled to complete the repurchase of such Shares by delivering to the Stockholder (or any permitted transferee thereof) a promissory note for the portion of the repurchase price, payment of which is prohibited to be made immediately, and (b) the Company will use reasonable efforts (including using reasonable efforts to obtain the necessary consents from the Company's and/or its Subsidiaries' Lenders) to pay the repurchase price as soon as permitted under such Senior Debt Documents or by waiver thereof following the repurchase. Each such promissory note shall (i) bear interest at the rate of five percent (5%) per annum for the first year of such note, seven and one half percent (7.5%) per annum for the second year of such note and ten percent (10%) per annum for each year of such note thereafter until paid in full, (ii) provide for the payment of the principal evidenced thereby in such installments and at such times as are permitted by the Company's and its Subsidiaries' Lenders, (iii) be subordinated only to Senior Debt of the Company and its Subsidiaries provided by their Lenders under the Senior Debt Documents (including all interest, penalties, fees or other charges under the Senior Debt Documents governing such Senior Debt from time to time) (the "Lender Indebtedness") on terms satisfactory to such Lenders and (iv) subject to such payment and subordination provisions, provide for the payment in full of the principal and unpaid interest evidenced thereby upon the earlier to occur of: (x) repayment in full of all of the Lender Indebtedness and (y) a
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CONTRACTUAL RESTRICTIONS ON REPURCHASE. Notwithstanding any provision to the contrary in Section 3, if the Company is prohibited by the terms of any of the financing agreements of the Company or its Subsidiaries with their lenders from making any payments of any portion of the repurchase price for the Shares in cash, the Company shall be entitled to complete the repurchase of such Shares by delivering to the Stockholder (or any transferee) a promissory note for that portion of the repurchase price, payment of which is prohibited. Each such promissory note shall (i) bear interest at the rate of five percent (5%) per annum, (ii) provide for the payment of the principal evidenced thereby in such installments and at such times as are permitted under the terms of the Company's and its Subsidiaries' financing agreements with their lenders, (iii) be subordinated to the indebtedness of the Company and its Subsidiaries to their lenders on terms satisfactory to such lenders and (iv) subject to such payment restrictions and subordination provisions, provide for the payment in full of the principal evidenced thereby upon the sale of substantially all of the assets or stock of the Company.
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CONTRACTUAL RESTRICTIONS ON REPURCHASE. Notwithstanding any provision to the contrary in Sections 2 or 3 hereof, in the event that any payment by the Company of any portion of the purchase price for any Shares, or other Common Stock or Common Stock Equivalents, that the Company is obligated pursuant to the put to repurchase is, at the time such payment would otherwise be due hereunder, prohibited by the terms of any of the Company's or any of its Subsidiaries' financing agreements or indentures with its lenders or creditors to which the Company or any of its Subsidiaries is bound, the Company shall be entitled, but not obligated, to complete the repurchase of such Shares, or other Common Stock or Common Stock Equivalents, by tendering to the Stockholder (or any Permitted Transferee pursuant to Section 3.1 hereof) (a) a check for that portion (if any) of the cash purchase price the payment of which is not so prohibited, and/or (b) a promissory note ("Note") for the entirety or balance of the cash purchase price, as
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Related to CONTRACTUAL RESTRICTIONS ON REPURCHASE

  • 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.

  • 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.

  • Limitation on Restrictions on Subsidiary Distributions Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).

  • Limitation on Restrictions on Distributions from Restricted Subsidiaries (a) The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

  • Restrictions on Intercompany Transfers The Borrower shall not, and shall not permit any other Specified Loan Party or any of its or their respective Subsidiaries to, and by its execution hereof the Parent Guarantor agrees that it shall not and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Loan Party or any Subsidiary of any Loan Party to: (a) pay dividends or make any other distribution on any Loan Party’s or Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) – (d) those encumbrances or restrictions contained in any Loan Document, (ii) with respect to clauses (a) – (d), customary encumbrances or restrictions on any Subsidiary (other than a Loan Party) in instruments evidencing or securing Indebtedness of such Subsidiary otherwise permitted under this Agreement or (iii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary of any Loan Party in the ordinary course of business.

  • Limitations on Restricted Payments (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment:

  • 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.

  • 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."

  • 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.

  • Restrictions on Shares The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

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