Purchased Share. The Vendor beneficially owns the Purchased Share and at the Time of Closing such shares shall be free of all mortgages, charges, liens and other encumbrances ("Liens") and no person, firm or corporation has or shall have any agreement or option or right capable of becoming an agreement for the purchase from the Vendor of the Purchased Share except as provided herein, and the Vendor is and will be entitled to sell and assign the Purchased Share as provided in this Agreement.
Purchased Share. The Share has been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and will be free of any liens, claims or other encumbrances, except for restrictions on transfer provided for under the Stockholders’ Agreement described in Section 6, the organizational documents of the Company or under applicable securities laws and regulations.
Purchased Share. Any Purchased Shares subject to this paragraph that are not sold by or for the account of a Purchaser prior to the close of business on the 30th day after the Redemption Date, or if such day is not a business day, the next succeeding business day (the "LAST PROFIT DATE"), shall be deemed to have been sold on such Last Profit Date for an amount equal to the average of the high and low sale prices of the Common Stock on such day as reported on the Nasdaq Stock Market. Nothing contained herein shall limit the right of the Purchasers, in their discretion, to determine the price or prices at which, or the time or times when, any Acquired Shares shall be sold, whether or not prior to the Redemption Date and whether or not for long or short account. Settlement shall occur as soon as reasonably practicable after the final disposition (or Last Profit Date) by a Purchaser for all Purchased Shares subject to the terms in this paragraph.
