Common use of Sale of PainCare Shares Clause in Contracts

Sale of PainCare Shares. The sale of the Six Hundred Fifty Eight Thousand (658,000) PainCare Shares is to be arranged by Xxxxxxx Xxxxx (“Xxxxxxx Xxxxx”). Purchaser agrees immediately prior to Closing to transfer, as directed by PainCare, the PainCare Shares to Xxxxxxx Xxxxx. The Purchaser represents and warrants to the Sellers that the PainCare Shares constitute a portion of the shares of PainCare stock owned by the Purchaser immediately prior to the Closing. Commencing on the Closing Date, Xxxxxxx Xxxxx shall arrange for the sale of the PainCare Shares, the proceeds of which will belong to and be promptly paid (and in all cases within five (5) days of the sale) to HBK as follows: (i) Xxxxxxx Xxxxx will attempt to sell the PainCare Shares, as requested by PainCare, at any price not less than thirty cents ($0.30) per share between the Closing Date and June 30, 2007; and (ii) to the extent any of the PainCare Shares remain unsold as of the close of business on June 30, 2007, Xxxxxxx Xxxxx shall sell, if requested by PainCare, all or any portion of the remaining PainCare Shares at any price, which shall be the highest price Merrill Xxxxx can obtain for the remaining PainCare Shares at that time, the proceeds of which shall belong to and be promptly paid (and in all cases within five (5) days of the sale) to HBK. The Parties will enter into a security agreement in substantially the same form as attached hereto as Exhibit 2(c)(i) (the “Security Agreement”) pursuant to which the Sellers shall have a security interest in the Practice Assets and any proceeds from the sale of the PainCare Shares, until such time as all amounts due under hereunder have been paid in full. In addition, the Parties will enter into a pledge agreement in substantially the same form as attached hereto as Exhibit 2(c)(ii) (the “Pledge Agreement”) pursuant to which the Sellers shall have a security interest in the PainCare Shares until such time as the PainCare Shares have been sold and the proceeds have been paid to HBK or PainCare Sub (as provided in 2.b. above).

Sale of PainCare Shares. The sale of the Six Hundred Fifty Eight Thousand (658,000) PainCare Shares is to be arranged by Xxxxxxx Xxxxx a broker acceptable to both parties (the “Xxxxxxx XxxxxBroker”). Purchaser Xx. Xxxxxxxx agrees immediately prior subsequent to the Closing to provide a letter of instruction as provided below and to transfer, as directed by PainCare, the PainCare Shares to Xxxxxxx XxxxxBroker. The Purchaser represents and warrants to the Sellers that the PainCare Shares constitute a portion all of the shares of PainCare stock owned by the Purchaser immediately prior to the Closing. Commencing on upon receipt of the Closing DatePainCare Shares and as Xx. Xxxxxxxx shall instruct in writing, Xxxxxxx Xxxxx Broker shall arrange for the sale of the PainCare Shares, the net proceeds (gross sale proceeds less commissions) of which will belong to and be promptly paid (and in all cases within five (5) days of the sale) ), unless otherwise notified in writing by HBK and PainCare, to HBK on behalf of PainCare, to be credited to the HBK Debt as follows: (i) Xxxxxxx Xxxxx Broker will attempt to sell the PainCare Shares, as requested by PainCare, at any price not less than thirty cents ($0.30) per share between the Closing Date and June September 30, 2007; and (ii) to the extent any of the PainCare Shares remain unsold as of the close of business on June September 30, 2007, Xxxxxxx Xxxxx Broker shall sell, if requested by PainCare, all or any portion of the remaining PainCare Shares at any price, which shall be the highest price Merrill Xxxxx Broker can obtain for the remaining PainCare Shares at that time, the net proceeds (gross sale proceeds less commissions) of which shall belong to and be promptly paid (and in all cases within five (5) days of the sale) to HBK, unless otherwise notified in writing by HBK and PainCare, to HBK on behalf of PainCare, to be credited to the HBK Debt. The Parties will enter into a security agreement in substantially the same form as attached hereto as Exhibit 2(c)(i) (the “Security Agreement”) pursuant to which the Sellers shall have a security interest in the Practice Assets and any proceeds from the sale of the PainCare Shares, until such time as all amounts due under hereunder have been paid in full. In addition, the Parties will enter into a pledge agreement in substantially the same form as attached hereto as Exhibit 2(c)(ii2(c)(i) (the “Pledge Agreement”) pursuant to which the Sellers shall have a security interest in the PainCare Shares until such time as the PainCare Shares have been sold and the proceeds have been paid to HBK or PainCare Sub (as provided in 2.bherein). above)For avoidance of doubt, the Parties acknowledge and agree that (i) the Purchasers are not guaranteeing any particular price or amount of proceeds resulting from the sale of the PainCare Shares, and (ii) no further performance or other obligations other than as provided herein shall exist on the part of either of the Purchasers with respect to the PainCare Shares after the Closing.

Sale of PainCare Shares. The sale of the Six Hundred Fifty Eight Thousand (658,000) PainCare Shares is to be arranged by Xxxxxxx Xxxxx a broker of PainCare’s choice or if such broker is unable to accept the PainCare Shares as contemplated hereby or imposes unreasonable conditions on its acceptance of such Shares then, in such event, the sale of the PainCare Shares is to be arranged by another broker acceptable to both parties (the “Xxxxxxx XxxxxBroker”). Purchaser Xx. Xxxxx agrees immediately prior subsequent to the Closing to transfer, as directed by PainCare, the PainCare Shares to Xxxxxxx XxxxxBroker. The Purchaser Xx. Xxxxx represents and warrants to the Sellers that the PainCare Shares constitute a portion of the shares of PainCare stock owned by the Purchaser Xx. Xxxxx immediately prior to the Closing. Commencing on Upon receipt of the Closing DatePainCare Shares and a letter of instruction from Xx. Xxxxx, Xxxxxxx Xxxxx shall the Broker will arrange for the sale of the PainCare Shares, the proceeds of which will belong to and be promptly paid (and in all cases within five (5) days of the sale) to HBK PainCare as follows: (i) Xxxxxxx Xxxxx Broker will attempt to sell the PainCare Shares, as requested by PainCare, at any price not less than thirty cents ($0.30) per share between the Closing Date and June September 30, 2007; and (ii) to the extent any of the PainCare Shares remain unsold as of the close of business on June September 30, 2007, Xxxxxxx Xxxxx Broker promptly, and in no event later than December 31, 2007, shall sell, if requested by PainCare, sell all or any portion of the remaining PainCare Shares at any price, which shall be the highest price Merrill Xxxxx Broker can obtain for the remaining PainCare Shares at that time, the proceeds of which shall belong to and be promptly paid (and in all cases within five (5) days of the sale) to HBKPainCare. The Parties Xx. Xxxxx and PainCare will enter into at Closing a security pledge agreement in substantially the same form as attached hereto as Exhibit 2(c)(i) (the “Security Agreement”) pursuant to which the Sellers shall have a security interest in the Practice Assets and any proceeds from the sale of the PainCare Shares, until such time as all amounts due under hereunder have been paid in full. In addition, the Parties will enter into a pledge agreement in substantially the same form as attached hereto as Exhibit 2(c)(ii) (the “Pledge Agreement”) pursuant to which the Sellers shall PainCare will have a security interest in the PainCare Shares until such time as the PainCare Shares have been sold and the proceeds have been paid to HBK or PainCare Sub (as provided in 2.bherein). above)For avoidance of doubt, the Parties acknowledge and agree that (i) the Purchasers are not guaranteeing any particular price or amount of proceeds resulting from the sale of the PainCare Shares, and (ii) no further performance or other obligations other than as provided herein shall exist on the part of either of the Purchasers with respect to the PainCare Shares after the Closing.

Sale of PainCare Shares. The sale of the Six Hundred Fifty Eight Thousand (658,000) PainCare Shares is to be arranged by Xxxxxxx Xxxxx a broker acceptable to both parties (the “Xxxxxxx XxxxxBroker”). Purchaser Dr. Ring agrees immediately prior subsequent to the Closing to provide a letter of instruction as provided below and to transfer, as directed by PainCare, the PainCare Shares to Xxxxxxx XxxxxBroker. The Purchaser represents and warrants to the Sellers that the PainCare Shares constitute a portion all of the shares of PainCare stock owned by the Purchaser immediately prior to the Closing. Commencing on upon receipt of the Closing DatePainCare Shares and as Dr. Ring shall instruct in writing, Xxxxxxx Xxxxx Broker shall arrange for the sale of the PainCare Shares, the net proceeds (gross sale proceeds less commissions) of which will belong to and be promptly paid (and in all cases within five (5) days of the sale) to HBK PainCare as follows: (i) Xxxxxxx Xxxxx Broker will attempt to sell the PainCare Shares, as requested by PainCare, at any price not less than thirty cents ($0.30) per share between the Closing Date and June September 30, 2007; and (ii) to the extent any of the PainCare Shares remain unsold as of the close of business on June September 30, 2007, Xxxxxxx Xxxxx Broker shall sell, if requested by PainCare, all or any portion of the remaining PainCare Shares at any price, which shall be the highest price Merrill Xxxxx Broker can obtain for the remaining PainCare Shares at that time, the net proceeds (gross sale proceeds less commissions) of which shall belong to and be promptly paid (and in all cases within five (5) days of the sale) to HBKPainCare. The Parties will enter into a security agreement in substantially the same form as attached hereto as Exhibit 2(c)(i) (the “Security Agreement”) pursuant to which the Sellers shall have a security interest in the Practice Assets and any proceeds from the sale of the PainCare Shares, until such time as all amounts due under hereunder have been paid in full. In addition, the Parties will enter into a pledge agreement in substantially the same form as attached hereto as Exhibit 2(c)(ii2(c)(i) (the “Pledge Agreement”) pursuant to which the Sellers shall have a security interest in the PainCare Shares until such time as the PainCare Shares have been sold and the proceeds have been paid to HBK or PainCare Sub (as provided in 2.bherein). above)For avoidance of doubt, the Parties acknowledge and agree that (i) the Purchasers are not guaranteeing any particular price or amount of proceeds resulting from the sale of the PainCare Shares, and (ii) no further performance or other obligations other than as provided herein shall exist on the part of either of the Purchasers with respect to the PainCare Shares after the Closing.