EPi and Mr Sample Clauses

EPi and Mr. Xxxxxxx xxxeby agree to (i) the redemption of all of the issued and outstanding shares of EPi Preferred Stock owned of record by Mr. Xxxxxxx, xxd (ii) the redemption and cancellation of all warrants to purchase shares of EPi Common Stock issued and outstanding to Mr. Xxxxxxx xxx which are more fully described on Schedule A attached hereto (the "Herrxxx XXx Warrants"), in exchange for the issuance by EPi of 1,575,000 shares of EPi Common Stock to Mr. Xxxxxxx (xxllectively, the "Herrxxx Xxxemption"). The Herrxxx Xxxemption shall be effective at the effective time of the Merger (the "Herrxxx Xxxemption Effective Time") on the effective date of the Merger. At the Herrxxx Xxxemption Effective Time, the shares of EPi Preferred Stock and any and all of the Herrxxx XXx Warrants issued and outstanding shall be automatically redeemed and converted without further action on the part of the holder thereof into an aggregate of 1,575,000 shares of EPi Common Stock. Each outstanding certificate evidencing EPi Preferred Stock and the Herrxxx XXx Warrants not surrendered on the effective date of the Herrxxx Xxxemption, will as of the effective date of the Herrxxx Xxxemption be deemed for all purposes to be canceled and no longer represent shares of EPi Preferred Stock or warrants to purchase EPi Common Stock, but instead will represent the right to receive that number of whole shares of EPi Common Stock into or for which the shares of EPi Preferred Stock and the Herrxxx XXx Warrants will be converted pursuant to this Section 4(b).
Sample 1
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