Common use of Sale of Common Shares Clause in Contracts

Sale of Common Shares. On and subject to the terms and conditions of this Agreement, (a) At the First Closing (hereinafter defined), Seller agrees to sell, transfer and assign to the Management Investors, and the Management Investors agree to purchase from Seller, all of the Seller's right, title and interest in and to 248,156 of the Common Shares for a purchase price of $500,000. (b) At the Second Closing (hereinafter defined), Seller agrees to sell, transfer and assign to the Management Investors, and the Management Investors agree to purchase from Seller, all of the Seller's right, title and interest in and to 248,156 of the Common Shares for a purchase price of Five Hundred Thousand Dollars ($500,000). (c) At the Third Closing (hereinafter defined), Seller agrees to sell, transfer and assign to the Management Investors, if and only if the Management Investors elect to purchase, all of the Seller's right, title and interest in and to as many of the 496,312 of the Common Shares then owned by Seller as the Management Investors elect to purchase at such Closing for a purchase price of $2.0149 per share; provided, however, Seller may, at its option which must be exercised by giving written notice to Netsmart at least fifteen (15) days before the Third Closing, reduce the number of Common Shares it is obligated to sell pursuant to this Section 1(c) by up to 200,000 shares. If and to the extent that the Management Investors (or any Substitute Purchaser, hereinafter defined) do not elect to purchase from Seller the Common Shares referred to above in this Section 1(c) on, but not later than, the date of the Third Closing, neither the Management Investors nor any Substitute Purchaser shall have any further rights or obligations with respect thereto subsequent to the date of the Third Closing. (d) For purposes of subparagraphs (a), (b) and (c) above, the Management Investors shall have the right, upon notice to Seller prior to the applicable Closing, to assign to Netsmart and/or any other third party designated by the Management Investors, including Netsmart (each a "Substitute Purchaser" and collectively, the "Substitute Purchasers"), the right to purchase any or all of the Common Shares that Seller is obligated to sell thereunder, provided that, as a condition thereof, any such Substitute Purchaser executes and delivers to Seller at the applicable Closing, an instrument in form and substance reasonably satisfactory to Seller's counsel (the "Substitute Purchaser Assignment"), (i) containing the name and address of such Substitute Purchaser and the number of Common Shares being purchased by such purchaser, (ii) agreeing to be bound by all of the applicable terms and provisions of this Agreement, and (iii) containing the representations and warranties set forth in Section 5 of this Agreement and any other provisions that may otherwise be required to comply with the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"). (e) On or before the First Closing, Netsmart will issue and deliver to COTG 100,000 shares of its Common Stock (the "Additional Shares") in payment of all accrued dividends on the Preferred Shares and in consideration of Seller's assignment to Netsmart of the Preferred Shares and the Warrants.

Sale of Common Shares. On If at any time that a Trading Market does not exist any Qualified Shareholder or a group of Qualified Shareholders holding a majority of the Fully-Diluted Shares (the "Majority Selling Shareholders") proposes to transfer, in one or a series of related transactions, Common Shares to a purchaser (other than to an Affiliate or Relative thereof or pursuant to Section 3.5) in an aggregate amount representing at least a majority of the Fully-Diluted Shares, and subject said purchaser desires to acquire at least a majority of the Fully-Diluted Shares upon such terms and conditions as agreed to with the Majority Selling Shareholders, each other Qualified Shareholder shall agree to sell (if requested to by the Majority Selling Shareholders) the Pro Rata Portion of its Common Shares to said purchaser at the same price and pursuant to the same terms and conditions as agreed to by the Majority Selling Shareholders. In such case, the Majority Selling Shareholders shall give written notice of such sale to the other Qualified Shareholders at least 30 days prior to the consummation of such sale, setting forth (i) the consideration to be received by the Qualified Shareholders, (ii) the identity of the purchaser, (iii) any other material items and conditions of the proposed transfer and (iv) the date of the proposed transfer and shall cause the terms of any such transaction not to expose such other Qualified Shareholders to joint and several liability in such transaction. For purposes of this Agreement, (a) At the First Closing (hereinafter definedSection 3.3(b), Seller agrees "Pro Rata Portion" shall mean, with respect to sell, transfer and assign to the Management Investors, and the Management Investors agree to purchase from Seller, all of the Seller's right, title and interest in and to 248,156 of the Common Shares for held by a purchase price of $500,000. (b) At the Second Closing (hereinafter defined)Qualified Shareholder, Seller agrees to sell, transfer and assign a number equal to the Management Investors, and product of (A) the Management Investors agree to purchase from Seller, all total number of the Seller's right, title and interest in and to 248,156 of the Common Shares for a purchase price of Five Hundred Thousand Dollars ($500,000). (c) At the Third Closing (hereinafter defined), Seller agrees to sell, transfer and assign to the Management Investors, if and only if the Management Investors elect to purchase, all of the Seller's right, title and interest in and to as many of the 496,312 of the Common Shares then owned by Seller as such Qualified Shareholder and (B) a fraction, the Management Investors elect to purchase at such Closing for a purchase price numerator of $2.0149 per share; provided, however, Seller may, at its option which must shall be exercised by giving written notice to Netsmart at least fifteen (15) days before the Third Closing, reduce the total number of Common Shares it is obligated proposed to sell pursuant be sold to this Section 1(c) a purchaser by up to 200,000 shares. If and to the extent that Majority Selling Shareholders as set forth in the Management Investors (or any Substitute Purchaser, hereinafter defined) do not elect to purchase from Seller the Common Shares referred to above in this Section 1(c) on, but not later than, the date of the Third Closing, neither the Management Investors nor any Substitute Purchaser shall have any further rights or obligations with respect thereto subsequent to the date of the Third Closing. (d) For purposes of subparagraphs (a), (b) and (c) written notice described above, the Management Investors shall have the right, upon notice to Seller prior to the applicable Closing, to assign to Netsmart and/or any other third party designated by the Management Investors, including Netsmart (each a "Substitute Purchaser" and collectively, the "Substitute Purchasers"), the right to purchase any or all of the Common Shares that Seller is obligated to sell thereunder, provided that, as a condition thereof, any such Substitute Purchaser executes and delivers to Seller at the applicable Closing, an instrument in form and substance reasonably satisfactory to Seller's counsel (the "Substitute Purchaser Assignment"), (i) containing the name and address of such Substitute Purchaser and the denominator of which shall be the total number of Common Shares being purchased then held by such purchaser, the Majority Selling Shareholders (ii) agreeing including the Common Shares proposed to be bound sold by all of the applicable terms and provisions of this Agreement, and (iii) containing the representations and warranties set forth in Section 5 of this Agreement and any other provisions that may otherwise be required to comply with the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"Majority Selling Shareholders). (e) On or before the First Closing, Netsmart will issue and deliver to COTG 100,000 shares of its Common Stock (the "Additional Shares") in payment of all accrued dividends on the Preferred Shares and in consideration of Seller's assignment to Netsmart of the Preferred Shares and the Warrants.