Common use of Restrictions on Put Right Clause in Contracts

Restrictions on Put Right. Notwithstanding anything to the contrary contained in this Agreement, the repurchase(s) of the Puttable Options and/or Puttable Shares in accordance with this Section 3 by the Company shall be subject to applicable restrictions and limitations under the Delaware General Corporation Law and in the Company’s and its Subsidiaries’ debt and equity financing agreements, in each case, determined in good faith by the Board, such determination to be binding on all parties. If any such restrictions or limitations prohibit the repurchase by the Company of the Puttable Options and/or Puttable Shares for cash, the Put Right will be suspended, and the Company shall make such repurchases in cash as soon as it is permitted to do so under such restrictions. The Company covenants that it will use its reasonable best efforts to negotiate (or renegotiate) debt covenants that will not restrict repurchase(s) in accordance with this Section 3 and further covenants to allocate any available capacity under its debt covenants to repurchase(s) in accordance with this Section 3.