definiens: means any Equity Interests that ( i ) by its terms, ( ii ) by the terms of any security into which it is convertible or for which it is exchangeable, or ( iii ) by contract or otherwise, is, or upon the happening of a ny event or passage of time would be, required to be redeemed, or is redeemable at the option of the holder thereof, in any such case on or prior to the date that is 91 days after the Outside Maturity Date ; provided that only the portion of Equity Interest s ( or portion of security into which it is convertible or for which it is exchangeable ) which is, or upon the happening of any event or passage of time would be, required to be redeemed, or is redeemable at the option of the holder thereof, on or prior to such date will be deemed to be Disqualified Capital Stock ; and provided further that if such Equity Interests are issued to any plan for the benefit of directors, managers, employees, officers or consultants of the Company or its Subsidiaries or by any such plan to such directors, managers, employees, officers or consultants, such Equity Interests shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applica ble statutory or regulatory obligations . Notwithstanding the preceding sentence, any Equity Interests that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require the redemption or repurchase of such Equity Interests upon the occurrence of a Change of Control, fundamental change or an asset sale will not constitute Disqualified Capital Stock if the or provisions applicable to such Equity Interests provide that the issuer thereof will not redeem or repurchase any such Equity Interests pursuant to such provisions prior to all other Obligations ( other than contingent indemnification obligations for which no claim has been asserted ) having been irrevocably pai d in full in cash