Prohibited Purchases. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than as specifically set forth in this Section 23 or in Section 24, or other than in connection with the purchase or repurchase of Common Shares prior to the Distribution Date.
Prohibited Purchases. Notwithstanding anything to the -------------------- contrary herein, Endo LLC shall not be permitted or obligated to purchase any shares of Common Stock from a Management Stockholder (or make any payment for any purchased shares of Common Stock) pursuant to Section 2.1 or Section 3.1 hereof to the extent (i) Endo LLC or the Company (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) is prohibited from purchasing such shares (or incurring debt to finance the purchase of such shares or making payment for such purchased shares) by any debt instruments or other agreements (the "Agreements") entered into by Endo LLC, the ---------- Company or any of their respective subsidiaries or by applicable law, (ii) an event of default under any Agreement has occurred and is continuing or a condition exists which would, with notice or lapse of time or both, result in an event of default under any Agreement or (iii) the purchase of such shares by Endo LLC or the Company (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) (including the incurrence of any debt which in the judgment of the LLC Board is necessary to finance such purchase or the payment for such purchased shares) (A) could, in the judgment of the LLC Board, result in the occurrence of an event of default under any Agreement or create a condition which would or might, with notice or lapse of time or both, result in an event of default under any Agreement, (B) would, in the judgment of the LLC Board, be imprudent in view of the financial condition (present or projected) of Endo LLC and its subsidiaries, if any, taken as a whole, or the Company and its subsidiaries, taken as a whole, or the anticipated impact of the purchase of (or payment for) such shares on Endo LLC's, the Company's (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) or any of their respective subsidiaries' ability to meet their respective obligations, including under any Agreement or (C) could, in the judgment of the LLC Board, constitute a fraudulent conveyance or transfer or render Endo LLC or the Company (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) insolvent under applicable law or violate limitations in the Delaware General Corporation Law on repurchases of stock. If shares of Common Stock which Endo LLC has the right or obligat...
Prohibited Purchases. Notwithstanding anything to the contrary herein, and unless otherwise provided in an employment or services agreement between the Company or any Subsidiary of the Company, and Zoullas, the Company shall not be permitted or obligated to purchase any Interests and/or Special Membership Interests from Zoullas or any Outside Investor Member hereunder to the extent (i) the Company is prohibited from purchasing such Interests and/or Special Membership Interests (or incurring debt to finance the purchase of such Interests and/or Special Membership Interests), or a Subsidiary is restricted from distributing funds to the Company for such purchase, in any case by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be entered into by the Company or any of its Subsidiaries, including those to finance the acquisition of assets or businesses by the Company or any of its Subsidiaries and any future acquisitions or recapitalizations (the "Financing Documents") or by applicable law, (ii) an event of default has occurred (or, with notice or the lapse of time or both, would occur) under any Financing Document and is (or would be) continuing, or (iii) the purchase of such Interests and/or Special Membership Interests (including the incurrence of any indebtedness in connection with the financing of such purchase) or the distribution of funds to the Company by a Subsidiary for such purchase (1) would, or in the opinion of the Board (excluding from such determination Zoullas and other members of the Board who are designees of the Zoullas or the Outside Investor Members) might, result in the occurrence of an event of default under any Financing Document or create a condition which would or might, with notice or lapse of time or both, result in such an event of default, or (2) would, in the reasonable opinion of the Board (excluding Zoullas and other members of the Board who are designees of Zoullas or the Outside Investor Members), be imprudent in view of the financial condition (present or projected) of the Company or any of its Subsidiaries or the anticipated impact of the purchase of such Interests and/or Special Membership Interests on the Company's or any of its Subsidiaries' ability to meet their respective obligations under any Financing Document or otherwise, or to satisfy and make their planned capital or other expenditures or satis...
Prohibited Purchases. 9 ARTICLE V
Prohibited Purchases. Notwithstanding anything to the contrary herein, the Company shall not be permitted or obligated to purchase any shares of Common Stock from a Shareholder hereunder to the extent (i) the Company is prohibited from purchasing such shares by any debt instruments or agreements (the "Financing Documents") entered into by the Company or any of its Affiliates or by applicable law, (ii) a default has occurred under any Financing Document and is continuing, (iii) the purchase of such shares would, or in the reasonable opinion of the Board might, result in the occurrence of an event of default under any Financing Document or create a condition which would or might, with notice or lapse of time or both, result in such an event of default or (iv) the purchase of such shares would, in the reasonable opinion of the Board, be imprudent in view of the financial condition (present or projected) of the Company or the anticipated impact of the purchase of such shares on the Company's ability to meet its obligations under any Financing Document. If the total number of shares of Common Stock which the Company has the right or obligation to purchase on any date exceeds the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "Maximum Amount"), the Company shall purchase on such date only that number of shares of Common Stock up to the Maximum Amount (and shall not be required to purchase more than the Maximum Amount) in such amounts as the Board shall in good faith determine, applying such amounts in the following order of priority:
Prohibited Purchases. Notwithstanding anything to the contrary -------------------- herein, the Company shall not be permitted or obligated to purchase any shares of Common Stock hereunder to the extent (a) the Company is prohibited from - purchasing such shares by applicable law or by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof (the "Financing Documents") entered into by the Company, CCE, CCE I or Cencom Cable Entertainment, Inc., a wholly-owned subsidiary of the Company, (b) a default has - occurred under any Financing Document and is continuing or (c) the purchase of - such shares of Common Stock would, or in the reasonable opinion of the Board might, result in the occurrence of an event of default under any Financing Document or create a condition which would or might, with notice or lapse of time or both, result in such an event of default. If shares of Common Stock that the Company has the right or obligation to purchase on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "Maximum Amount"), the Company shall purchase on such date only that number of shares of Common Stock up to the Maximum Amount (and shall not be required to purchase more than the Maximum Amount). Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due under this Agreement by reason of this Section 7, the Company shall make such payment at the earliest practicable date permitted under this Section 7 and any such payment shall accrue simple interest (or if such payment is accruing interest at such time, shall continue to accrue interest) at a rate per annum of 8% from the date such payment is due and owing to the date such payment is made. All payments of interest accrued hereunder shall be paid only at the date of payment by the Company for the shares of Common Stock being purchased.
Prohibited Purchases. 20 8.3 CLOSING; PAYMENT........................................................21 8.4 MANAGEMENT SALES NOT SUBJECT TO SECTION 3.2 PROCEDURES; TRANSFERS BY MANAGEMENT STOCKHOLDERS TO PERMITTED TRANSFEREES................................................22 9. MISCELLANEOUS...........................................................22
Prohibited Purchases. Notwithstanding any thing to the contrary herein, but subject to Sections 5.2 and 5.3 hereof, the Company shall not be permitted or obligated to purchase any shares of Common Stock and/or Vested Options from a Management Stockholder hereunder to the extent (a) the Company is prohibited from purchasing such shares and/or such Vested Options by applicable law or by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof (the "Financing Documents") entered into by the Company or any of its subsidiaries, (b) a default shall have occurred and be continuing under any Financing Document, (c) the purchase of such shares and/or such Vested Options would, or in the opinion of the Board might, result in the occurrence of an event of default under any Financing Document or create a condition which would or might, with notice or lapse of time or both, result in such an event of default, (d) the purchase of such shares and/or such Vested Options would, in the reasonable opinion of the Board, be materially adverse to the Company and its subsidiaries, taken as a whole, in view of (i) the financial condition (then-present or projected) of the Company or any of its subsidiaries or (ii) the anticipated impact of the purchase of such shares and/or such Vested Options on the Company's or any of its subsidiaries' ability to meet its respective obligations under any Financing Document, (e) the purchase of such
Prohibited Purchases. Notwithstanding anything to the contrary herein, the Company shall not be permitted or obligated to purchase, pursuant to this Section 3, any Management Shares or any interest therein to the extent (a) the Company is prohibited from purchasing such shares by any agreements for borrowed money (each, a "Debt Instrument") entered into by the Company or any of its Subsidiaries or by applicable law; (b) a default has occurred under any Debt Instrument and is continuing; (c) the purchase of such shares would, in the opinion of the Board, result in the occurrence of an event of default under any Debt Instrument or create a condition which would, with notice or lapse of time or both, result in such an event of default; or (d) the purchase of such shares would, in the reasonable opinion of the Board, materially impair the Company's ability to meet its obligations under any Debt Instrument in connection with its business and operations.
Prohibited Purchases. Notwithstanding anything to the contrary herein, the Company shall not be obligated or permitted to purchase any shares of Common Stock from a Management Stockholder under Section 2 or Section 3 to the extent that at such time (a) the Company is prohibited from purchasing such shares by applicable law, (b) the Company is prohibited from purchasing such shares by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be entered into by the Company or any of its subsidiaries, including those to finance the acquisition of LRI at Closing, and any future acquisitions by the Company or recapitalizations of the Company or any of its Subsidiaries (the “Financing Documents”),
