AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY THERETO FROM TIME TO TIME
OR ANY OTHER
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guarantee, financing or security agreement or document entered into by the
Company or any of its subsidiaries from time to time (the "Financing
Agreements"), in each case as the same may be amended, modified or supplemented
from time to time, (ii) such purchase would violate any of the terms or
provisions of the Certificate of Incorporation of the Company or (iii) the
Company has no funds legally available therefor under the General Corporation
Law of the State of Delaware.
(B)
DELAY OF PURCHASE.
IN THE EVENT THAT A PURCHASE OF OPTIONS BY THE COMPANY
OTHERWISE PERMITTED UNDER SECTION 5(C) IS PREVENTED SOLELY BY THE TERMS OF
SECTION 10(A), (I) SUCH PURCHASE WILL BE POSTPONED AND WILL TAKE PLACE WITHOUT
THE APPLICATION OF FURTHER CONDITIONS OR IMPEDIMENTS (OTHER THAN AS SET FORTH IN
SECTION 5 HEREOF OR IN THIS SECTION 10) AT THE FIRST OPPORTUNITY THEREAFTER WHEN
THE COMPANY HAS FUNDS LEGALLY AVAILABLE THEREFOR AND WHEN SUCH PURCHASE WILL NOT
RESULT IN ANY DEFAULT, EVENT OF DEFAULT OR VIOLATION UNDER ANY OF THE FINANCING
AGREEMENTS OR IN A VIOLATION OF ANY TERM OR PROVISION OF THE CERTIFICATE OF
INCORPORATION OF THE COMPANY AND (II) SUCH PURCHASE RIGHT SHALL RANK AGAINST
OTHER SIMILAR PURCHASE RIGHTS WITH RESPECT TO SHARES OF COMMON STOCK OR OPTIONS
IN RESPECT THEREOF ACCORDING TO PRIORITY IN TIME OF THE EFFECTIVE DATE OF THE
EVENT GIVING RISE TO ANY SUCH PURCHASE RIGHT, PROVIDED THAT ANY SUCH PURCHASE
RIGHT AS TO WHICH A COMMON DATE DETERMINES PRIORITY SHALL BE OF EQUAL PRIORITY
AND SHALL SHARE PRO RATA IN ANY PURCHASE PAYMENTS MADE PURSUANT TO CLAUSE (I)
ABOVE.
(C)
PURCHASE PRICE ADJUSTMENT.
IN THE EVENT THAT A PURCHASE OF THE OPTIONS
FROM THE GRANTEE IS DELAYED PURSUANT TO THIS SECTION 10, THE PURCHASE PRICE FOR
SUCH OPTIONS WHEN THE PURCHASE OF SUCH OPTIONS EVENTUALLY TAKES PLACE AS
CONTEMPLATED BY SECTION 10(B) SHALL BE THE SUM OF (A) THE PURCHASE PRICE OF SUCH
OPTIONS DETERMINED IN ACCORDANCE WITH SECTION 5(F) AT THE TIME THAT THE PURCHASE
OF SUCH OPTIONS WOULD HAVE OCCURRED BUT FOR THE OPERATION OF THIS SECTION 10,
PLUS (B) AN AMOUNT EQUAL TO INTEREST ON SUCH PURCHASE PRICE FOR THE PERIOD FROM
THE DATE ON WHICH THE COMPLETION OF THE PURCHASE WOULD HAVE TAKEN PLACE BUT FOR
THE OPERATION OF THIS SECTION 10 TO THE DATE ON WHICH SUCH PURCHASE ACTUALLY
TAKES PLACE (THE "DELAY PERIOD"), AT AN ANNUAL RATE OF INTEREST EQUAL TO THE
WEIGHTED AVERAGE COST OF THE COMPANY'S BANK INDEBTEDNESS OUTSTANDING DURING THE
DELAY PERIOD.
11.
NO RIGHTS AS STOCKHOLDER.
THE GRANTEE SHALL HAVE NO VOTING OR OTHER RIGHTS
AS A STOCKHOLDER OF THE COMPANY WITH RESPECT TO ANY SHARES COVERED BY THE
OPTIONS UNTIL THE EXERCISE OF THE OPTIONS AND THE ISSUANCE OF A CERTIFICATE OR
CERTIFICATES TO THE GRANTEE FOR SUCH SHARES.
NO ADJUSTMENT SHALL BE MADE FOR
DIVIDENDS OR OTHER RIGHTS FOR WHICH THE RECORD