Common use of Sale and Purchase of Common Stock and Warrants Clause in Contracts

Sale and Purchase of Common Stock and Warrants. (a) Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Purchasers and the Company contained herein or made pursuant hereto, the Company agrees to sell to each of the Purchasers, and each Purchaser severally agrees to purchase from the Company on the Closing Date, the number of shares of Common Stock set forth opposite such Purchaser’s name on Schedule 1 hereto at a purchase price of $0.10 per share (the “Purchase Price”). In connection with the sale by the Company to Purchaser of the shares of Common Stock set forth opposite such Purchaser’s name on Schedule 1 hereto, the Company shall issue to each Purchaser a warrant (the “Warrant”) in the form of Exhibit A hereto to purchase the number of Warrant Shares set forth opposite such Purchaser’s name on Schedule 1 hereto, it being agreed and understood that each Purchaser shall receive a Warrant representing the right to purchase one Warrant Share for every Share purchased hereunder. (b) Upon the issuance of the Shares hereunder, and consistent with, pursuant to and subject to the Company’s existing Rights Agreement, dated as of September 24, 1997, as amended by Amendment No. 1 to Rights Agreement, dated as of June 13, 2002 (as the same may be amended from time to time, the “Rights Agreement”), between the Company and EquiServe Trust Company, N.A. (as successor to BankBoston N.A.), as rights agent, one right issuable pursuant to the Rights Agreement or any other right issued in substitution thereof (a “Company Right”) shall be issued together with and shall attach to each Share issued pursuant to the terms and conditions of this Agreement, unless the Company Rights shall have expired or been redeemed prior to the Closing Date.

Sale and Purchase of Common Stock and Warrants. (a) Subject The Company agrees to sell to the Investor and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Purchasers and the Company contained herein or made pursuant hereto, the Company agrees to sell to each of the Purchasers, and each Purchaser severally Investor agrees to purchase from the Company on the Closing DateDate specified in Section 2 hereof, the number of units, each consisting of one share of Common Stock of the Company (the "Shares") and one Warrant to purchase an equal number of shares of Common Stock of the Company, set forth opposite such Purchaser’s the Investor's name on Schedule 1 hereto. The Warrants to purchase shares of Common Stock of the Company being acquired under this Agreement and by the other Investors under the other Share and Warrant Purchase Agreements are collectively referred to herein as the "Warrants", containing rights and privileges as more fully set forth in the form of Warrant which shall be substantially in the form attached hereto as Exhibit A (the "Warrant Certificate"). The units, each consisting of one Share and one Warrant, being acquired under this Agreement and by the other Investors under the other Share and Warrant Purchase Agreements are collectively referred to herein as the "Units." (b) The purchase price to be paid to the Company by the Investor for the Units to be purchased by the Investor pursuant to this Agreement shall be the use of the Cash Collateral set forth opposite the Investor's name on Schedule 1 hereto for a period of time terminating on or before (at a purchase price of $0.10 per share (the “Purchase Price”)Company's option) December 31, 1997. In connection with the sale The Cash Collateral shall be delivered by the Company to Purchaser of the shares of Common Stock set forth opposite such Purchaser’s name on Schedule 1 hereto, the Company shall issue to each Purchaser a warrant (the “Warrant”) in the form of Exhibit A hereto to purchase the number of Warrant Shares set forth opposite such Purchaser’s name on Schedule 1 hereto, it being agreed and understood that each Purchaser shall receive a Warrant representing the right to purchase one Warrant Share for every Share purchased hereunder. (b) Upon the issuance of the Shares hereunder, and consistent with, pursuant to and subject Investor to the Company’s existing Rights AgreementBank, dated as of September 24, 1997, as amended by Amendment No. 1 such amount to Rights Agreement, dated as of June 13, 2002 (as the same may be amended from time to time, the “Rights Agreement”), between the Company and EquiServe Trust Company, N.A. (as successor to BankBoston N.A.), as rights agent, one right issuable pursuant transferred to the Rights Agreement Bank in federal or any other right issued in substitution thereof (a “Company Right”) shall be issued together with and shall attach to each Share issued pursuant to the terms and conditions of this Agreementimmediately available funds, unless the Company Rights shall have expired or been redeemed immediately prior to the Closing DateDate and shall be held by the Bank as collateral for the Letter of Credit issued to the Company. No further payment shall be required from the Investor for the Units. (c) The Shares and the Warrants are being sold to the purchasers listed on Schedule 1 hereto (the "Investors") pursuant to this Agreement and other share and warrant purchase agreements (all such agreements collectively, the "Share and Warrant Purchase Agreements"). The sale of Units to each Investor under each Share and Warrant Purchase Agreement is to be a separate sale, is not conditioned upon entering into any other Share and Warrant Purchase Agreement, and no Investor shall have any liability under any Share and Warrant Purchase Agreement other than the Share and Warrant Purchase Agreement to which it is a party. The Company may consummate the transactions completed under this Agreement without entering into any other Share and Warrant Purchase Agreements. (d) The Company will use the proceeds from the sale of the Units, (i) to purchase vans, trailers and related computer and video equipment, (ii) for advertising expenditures and (iii) to fund operating costs and for general corporate purposes.

Sale and Purchase of Common Stock and Warrants. (a) Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Purchasers and the Company contained herein or made pursuant hereto, the Company agrees to sell to each of the Purchasers, and each Purchaser severally agrees to purchase from the Company on the Closing Date, the number of shares of Common Stock set forth opposite such Purchaser’s name on Schedule 1 hereto at a purchase price of $0.10 0.09 per share (the “Purchase Price”). In connection with the sale by the Company to Purchaser of the shares of Common Stock set forth opposite such Purchaser’s name on Schedule 1 hereto, the Company shall issue to each Purchaser a warrant (the “Warrant”) in the form of Exhibit A hereto to purchase the number of Warrant Shares set forth opposite such Purchaser’s name on Schedule 1 hereto, it being agreed and understood that each Purchaser shall receive a Warrant representing the right to purchase one half Warrant Share for every Share purchased hereunderhereunder at $0.27 per share. (b) Upon the issuance of the Shares hereunder, and consistent with, pursuant to and subject to the Company’s existing Rights Agreement, dated as of September 24, 1997, as amended by Amendment No. 1 to Rights Agreement, dated as of June 13, 2002 (as the same may be amended from time to time, the “Rights Agreement”), between the Company and Computershare Trust Company NA (formerly EquiServe Trust Company, N.A. (N.A., as successor to BankBoston N.A.), as rights agent, one right issuable pursuant to the Rights Agreement or any other right issued in substitution thereof (a “Company Right”) shall be issued together with and shall attach to each Share issued pursuant to the terms and conditions of this Agreement, unless the Company Rights shall have expired or been redeemed prior to the Closing Date.

Sale and Purchase of Common Stock and Warrants. (a) Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Purchasers and the Company contained herein or made pursuant hereto, the Company agrees to sell to each of the Purchasers, and each Purchaser severally agrees to purchase from the Company on the Closing Date, the number of shares of Common Stock set forth opposite such Purchaser’s name on Schedule 1 hereto at a purchase price of $0.10 0.06 per share (the “Purchase Price”). In connection with the sale by the Company to Purchaser of the shares of Common Stock set forth opposite such Purchaser’s name on Schedule 1 hereto, the Company shall issue to each Purchaser a warrant (the “Warrant”) in the form of Exhibit A hereto to purchase the number of Warrant Shares set forth opposite such Purchaser’s name on Schedule 1 hereto, it being agreed and understood that each Purchaser shall receive a Warrant representing the right to purchase one Warrant Share for every Share purchased hereunder. (b) Upon the issuance of the Shares hereunder, and consistent with, pursuant to and subject to the Company’s existing Rights Agreement, dated as of September 24, 1997, as amended by Amendment No. 1 to Rights Agreement, dated as of June 13, 2002 (as the same may be amended from time to time, the “Rights Agreement”), between the Company and Computershare Trust Company NA (formerly EquiServe Trust Company, N.A. (N.A., as successor to BankBoston N.A.), as rights agent, one right issuable pursuant to the Rights Agreement or any other right issued in substitution thereof (a “Company Right”) shall be issued together with and shall attach to each Share issued pursuant to the terms and conditions of this Agreement, unless the Company Rights shall have expired or been redeemed prior to the Closing Date.

Sale and Purchase of Common Stock and Warrants. 2.1 Sale and Purchase of Common Stock and Warrants. (a) Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Purchasers and the Company contained herein or made pursuant hereto, the Company agrees to sell to each of the Purchasers, and each Purchaser severally agrees to purchase from the Company on the Closing Date, the number of shares of Common Stock set forth opposite such Purchaser’s name on Schedule 1 hereto at a purchase price of $0.10 per share (the “Purchase Price”). In connection with the sale by the Company to Purchaser of the shares of Common Stock set forth opposite such Purchaser’s name on Schedule 1 hereto, the Company shall issue to each Purchaser a warrant (the “Warrant”) in the form of Exhibit A hereto to purchase the number of Warrant Shares set forth opposite such Purchaser’s name on Schedule 1 hereto, it being agreed and understood that each Purchaser shall receive a Warrant representing the right to purchase one Warrant Share for every Share purchased hereunder. (b) Upon the issuance of the Shares hereunder, and consistent with, pursuant to and subject to the Company’s existing Rights Agreement, dated as of September 24, 1997, as amended by Amendment No. 1 to Rights Agreement, dated as of June 13, 2002 (as the same may be amended from time to time, the “Rights Agreement”), between the Company and EquiServe Trust Company, N.A. (as successor to BankBoston N.A.), as rights agent, one right issuable pursuant to the Rights Agreement or any other right issued in substitution thereof (a “Company Right”) shall be issued together with and shall attach to each Share issued pursuant to the terms and conditions of this Agreement, unless the Company Rights shall have expired or been redeemed prior to the Closing Date.

Sale and Purchase of Common Stock and Warrants. (a) Subject The Company agrees to sell to the Purchasers and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Purchasers and the Company contained herein or made pursuant hereto, the Company agrees to sell to each of the Purchasers, and each Purchaser agrees, severally agrees and not jointly, to purchase from the Company on at the Closing Dateprovided for in Section 2 hereof, the number of shares of Common Stock and Warrants to purchase the number of shares of Common Stock set forth opposite such Purchaser’s 's name on Schedule 1 hereto at a purchase price of $0.10 per share (the “Purchase Price”)hereto. In connection with the sale by the Company to Purchaser of the The shares of Common Stock being acquired under this Agreement are collectively referred to herein as the "Shares." The Shares and Warrants being acquired under this Agreement are collectively referred to herein as the "Securities." The shares of Common Stock issuable upon exercise of the Warrants being acquired under this Agreement are collectively referred to herein as the "Warrant Shares." (b) The aggregate purchase price to be paid to the Company by each Purchaser for the Securities to be purchased by such Purchaser pursuant to this Agreement shall be the amount set forth opposite such Purchaser’s 's name on Schedule 1 hereto, . No further payment shall be required from a Purchaser for the Company shall issue to each Purchaser a warrant (the “Warrant”) in the form of Exhibit A hereto to purchase the number of Warrant Shares set forth opposite such Purchaser’s name on Schedule 1 hereto, it being agreed and understood that each Purchaser shall receive a Warrant representing the right to purchase one Warrant Share for every Share purchased hereunderSecurities. (bc) Upon The Company will use the issuance net proceeds to be received from the sale of the Securities and the Warrant Shares hereunderfor working capital and general corporate purposes and prior to the first anniversary of the Closing Date will not use the net proceeds (i) for the satisfaction of any portion of the Company's debt (other than payment of trade payables, indebtedness under the Company's existing credit facilities, indebtedness not exceeding $100,000, and consistent with, accrued expenses in the ordinary course of the Company's business and prior practices and other than the payment of up to $22.0 million to Teva Pharmaceuticals Curacao N.V. or its Affiliates ("Teva") pursuant to and subject to the Company’s existing Rights Strategic Alliance Agreement dated June 27, 2001 (the "Teva Agreement, dated as of September 24, 1997, as amended by Amendment No. 1 to Rights Agreement, dated as of June 13, 2002 (as the same may be amended from time to time, the “Rights Agreement”), ") between the Company and EquiServe Trust Company, N.A. (as successor to BankBoston N.A.Teva), as rights agent(ii) to redeem any Company equity or equity-equivalent securities (other than to redeem up to 1,462,083 shares of the Company's Common Stock held by Teva (the "Teva Stock")), one right issuable pursuant or (iii) to the Rights Agreement or settle any other right issued in substitution thereof (a “Company Right”) shall be issued together with and shall attach to each Share issued pursuant to the terms and conditions of this Agreement, unless the Company Rights shall have expired or been redeemed prior to the Closing Dateoutstanding litigation.