Common use of Loral Call Restriction Clause in Contracts

Loral Call Restriction. Should Loral be prohibited by applicable law or prohibited under any agreement (including any credit or other debt agreement) applicable to Loral from paying the Exchange Consideration or acquiring the LCC Put Shares (a “Loral Call Restriction”) (provided that a credit or other debt agreement shall not be considered to create a Loral Call Restriction if the payment of the Exchange Consideration can be effected by application of any provision, election or “basket” available under the agreement, in which case Loral shall be required to effect the exchange of the LCC Put Shares to the extent permitted under such agreement), then Loral shall notify Participant in writing (a “Loral Restriction Notice”) and Loral shall not be obligated to exchange the number of Shares subject to the Loral Call or the Shareholder Backstop to the extent prohibited by the Loral Call Restriction. Until such time, if any, as the LCC Put Right is closed, Loral shall use commercially reasonable efforts to overcome (or obtain a waiver of) any Loral Call Restriction and shall send a subsequent written notice (the “Loral Restriction Elimination Notice”) to the Participant, promptly after Loral determines that the Loral Call Restriction no longer applies. In the case of a Shareholder Backstop, Participant shall then have the right, within seven (7) days from the date of the Loral Restriction Elimination Notice to require Loral to purchase its pro rata share of the LCC Put Shares by delivering a written notice therefor to Loral (the “Loral Restriction Elimination Call”). Upon receipt of any such notice, Loral shall close the Loral Call or its portion of the Shareholder Backstop, as applicable, subject to and in accordance with the provisions of this Section 15 (provided that if Implicit Loral Purchase Price per Telesat Share has already been determined in response to Participant’s original LCC Put Notice and there has not been a subsequent Material Change, such determination shall remain valid and the Implicit Loral Purchase Price per Telesat Share will not be determined again).

Loral Call Restriction. Should Loral be prohibited by applicable law or prohibited under any agreement (including any credit or other debt agreement) applicable to Loral from paying the Exchange Consideration or acquiring the LCC Put Shares (a “Loral Call Restriction”) (provided that a credit or other debt agreement shall not be considered to create a Loral Call Restriction if the payment of the Exchange Consideration can be effected by application of any provision, election or “basket” available under the agreement, in which case Loral shall be required to effect the exchange of the LCC Put Shares to the extent permitted under such agreement), then Loral shall notify Participant in writing (a “Loral Restriction Notice”) and Loral shall not be obligated to exchange the number of Shares subject to the Loral Call or the Shareholder Backstop to the extent prohibited by the Loral Call Restriction. Until such time, if any, as the LCC Put Right is closed, Loral shall use commercially reasonable efforts to overcome (or obtain a waiver of) any Loral Call Restriction and shall send a subsequent written notice (the “Loral Restriction Elimination Notice”) to the Participant, promptly after Loral determines that the Loral Call Restriction no longer applies. In the case of a Shareholder Backstop, Participant shall then have the right, within seven (7) days from the date of the Loral Restriction Elimination Notice to require Loral to purchase its pro rata share of the LCC Put Shares by delivering a written notice therefor to Loral (the “Loral Restriction Elimination Call”). Upon receipt of any such notice, Loral shall close the Loral Call or its portion of the Shareholder Backstop, as applicable, subject to and in accordance with the provisions of this Section 15 (provided that if Implicit Loral Purchase Price per Telesat Share has already been determined in response to Participant’s original LCC Put Notice and there has not been a subsequent Material Change, such determination shall remain valid and the Implicit Loral Purchase Price per Telesat Share will not be determined again).such