Common use of Purchase of Preferred Shares Clause in Contracts

Purchase of Preferred Shares. Subject to the occurrence of the Acceptance Date, on the Payment Date, Purchaser will purchase the Stockholder’s Shares that are Preferred Shares for a price per share in cash equal to the Series A-1 Preference Amount (as defined in the Certificate of Designations) calculated as of the day immediately preceding the Payment Date. For purposes of this Agreement, the “Payment Date” means the date on which Purchaser commences payment for Common Shares purchased in the Offer. Within five Business Days of the date of commencement of the Offer, the Stockholder will deliver to Purchaser certificates to be held in escrow that represent such Preferred Shares, duly endorsed for transfer or accompanied by a duly executed stock power, and a letter of transmittal substantially in the form used in the Offer (with such modifications as may be reasonably specified by Purchaser to effect the transfer to Purchaser of the Preferred Shares, and not Common Shares in the Offer). Such certificates and other documents will be held by Purchaser in escrow for the benefit of the Stockholder, provided, however, that, solely in the event that Purchaser accepts the Common Shares tendered pursuant to and in accordance with the terms and conditions of the Offer, such certificates for the Preferred Shares and other documents will, without further action, be deemed irrevocably delivered to Purchaser, Purchaser will have purchased the Preferred Shares and the Stockholder’s sole right will be to receive the Series A-1 Preference Amount as herein provided, which amount Purchaser will pay on the Payment Date by bank wire transfer in New York Clearing House funds to the account of the Stockholder specified on the signature page hereto. In the event that this Agreement is terminated in accordance with its terms, Purchaser will promptly, and no later than two Business Days after such termination date, deliver to the Stockholder all certificates for the Preferred Shares and other documents that the Stockholder delivered to Purchaser pursuant to this Section 4.1(b). For the avoidance of doubt, Parent and Purchaser hereby acknowledge and agree that, except as provided in Section 4.2, any certificates for Preferred Shares and other documents delivered by the Stockholder to the Purchaser to be held in escrow pursuant to the terms and conditions of this Section 4.1(b) will not grant any investment, voting or other rights whatsoever in such Preferred Shares unless and until the Purchaser accepts the Common Shares tendered pursuant to and in accordance with the terms and conditions of the Offer.