Common use of Sale of PainCare Shares Clause in Contracts

Sale of PainCare Shares. The sale of the PainCare Shares is to be arranged by a broker acceptable to both parties (the “Broker”). Xx. Xxxxxxxx agrees immediately subsequent to the Closing to provide a letter of instruction as provided below and to transfer, as directed by PainCare, the PainCare Shares to Broker. The Purchaser represents and warrants to the Sellers that the PainCare Shares constitute all of the shares of PainCare stock owned by the Purchaser immediately prior to the Closing. Commencing upon receipt of the PainCare Shares and as Xx. Xxxxxxxx shall instruct in writing, Broker shall arrange for the sale of the PainCare Shares, the net proceeds (gross sale proceeds less commissions) of which will 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) 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 September 30, 2007; and (ii) to the extent any of the PainCare Shares remain unsold as of the close of business on September 30, 2007, 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 Broker can obtain for the remaining PainCare Shares at that time, the net proceeds (gross sale proceeds less commissions) of which shall be promptly paid (and in all cases within five (5) days of the sale) to , 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 pledge agreement in substantially the same form as attached hereto as Exhibit 2(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 PainCare Sub (as provided herein). 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 a broker acceptable to both parties Xxxxxxx Xxxxx (the “BrokerXxxxxxx Xxxxx”). Xx. Xxxxxxxx Purchaser agrees immediately subsequent prior to the Closing to provide a letter of instruction as provided below and to transfer, as directed by PainCare, the PainCare Shares to BrokerXxxxxxx Xxxxx. The Purchaser represents and warrants to the Sellers that the PainCare Shares constitute all a portion of the shares of PainCare stock owned by the Purchaser immediately prior to the Closing. Commencing upon receipt of on the PainCare Shares and as Xx. Xxxxxxxx shall instruct in writingClosing Date, Broker Xxxxxxx Xxxxx 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) Broker 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 September June 30, 2007; and (ii) to the extent any of the PainCare Shares remain unsold as of the close of business on September June 30, 2007, Broker 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 Broker Merrill Xxxxx 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 , unless otherwise notified in writing by HBK and PainCare, to HBK on behalf of PainCare, to be credited to the HBK DebtHBK. 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)(i2(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 hereinin 2.b. 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 PainCare Shares is to be arranged by a broker acceptable to both parties (the “Broker”). Xx. Xxxxxxxx Dr. Ring agrees immediately subsequent to the Closing to provide a letter of instruction as provided below and to transfer, as directed by PainCare, the PainCare Shares to Broker. The Purchaser represents and warrants to the Sellers that the PainCare Shares constitute all of the shares of PainCare stock owned by the Purchaser immediately prior to the Closing. Commencing upon receipt of the PainCare Shares and as Xx. Xxxxxxxx Dr. Ring shall instruct in writing, 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 PainCare as follows: (i) 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 September 30, 2007; and (ii) to the extent any of the PainCare Shares remain unsold as of the close of business on September 30, 2007, 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 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 , 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 pledge agreement in substantially the same form as attached hereto as Exhibit 2(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 PainCare Sub (as provided herein). 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 PainCare Shares is to be arranged by 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 “Broker”). Xx. Xxxxxxxx Xxxxx agrees immediately subsequent to the Closing to provide a letter of instruction as provided below and to transfer, as directed by PainCare, the PainCare Shares to Broker. The Purchaser Xx. Xxxxx represents and warrants to the Sellers that the PainCare Shares constitute all a portion of the shares of PainCare stock owned by the Purchaser Xx. Xxxxx immediately prior to the Closing. Commencing upon Upon receipt of the PainCare Shares and as a letter of instruction from Xx. Xxxxxxxx shall instruct in writingXxxxx, the Broker shall will 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 PainCare as follows: (i) 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 September 30, 2007; and (ii) to the extent any of the PainCare Shares remain unsold as of the close of business on September 30, 2007, 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 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 , unless otherwise notified in writing by HBK PainCare. Xx. Xxxxx and PainCare, to HBK on behalf of PainCare, to be credited to the HBK Debt. The Parties PainCare will enter into at Closing a pledge agreement in substantially the same form as attached hereto as Exhibit 2(c)(i) (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 PainCare Sub (as provided herein). 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.