Sale of Purchased Shares. In reliance upon the representations and warranties made by the undersigned in this Joinder Agreement and the undersigned’s agreement herein to be bound by the Shareholders’ Agreement as a “Shareholder” (as such term is used in the Shareholders’ Agreement), the Company shall sell to the undersigned, and the undersigned shall purchase from the Company, the following Purchased Shares:
Sale of Purchased Shares. Upon the terms and subject to the conditions set forth herein, each of the Sellers hereby severally (but not jointly) agrees to, on the Purchase Closing Date, sell to the Buyer (and the Buyer hereby agrees to purchase from the Sellers) all of the right, title and interest of the Sellers in and to the Purchased Shares, free and clear of all Liens (the “Purchase Transaction”).
Sale of Purchased Shares. Immediately prior to the sale of any Purchased Shares by the Investors to a third party, the Purchased Shares subject to such sale shall be converted into shares of Common Stock. However, in consideration for such conversion in the event that Geocapital III, L.P. sells all of its Shares to one or more buyers, then (a) the Company shall enter into an agreement with such buyer(s) providing that the benefits of Section 4.8 of the Series A Preferred Stock Purchase Agreement will run to such buyer(s); and (b) Michxxx Xxxxxxx xxx Robexx Xxxxxxx xxxll enter into a voting agreement providing that they each will vote to elect as a director of the Corporation a person designated by such buyer or a majority of the holders of the Shares sold in such sale.
Sale of Purchased Shares. Upon the terms and subject to the conditions of this Agreement, at the Completion, FEEL shall sell to the Purchaser, and the Purchaser shall purchase from FEEL, the Purchased Shares for a purchase price per Purchased Share equal to the Per Share Purchase Price.
Sale of Purchased Shares. The closing of the transactions contemplated herein (the “Closing”) shall take place on the date hereof (the “Closing Date”). At the Closing, in accordance with the terms and subject to the conditions hereinafter set forth, the Seller shall transfer, assign, set over, and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Seller’s rights, title, and interest in and to the number of Purchased Shares set forth on Schedule 1 attached hereto.
Sale of Purchased Shares. Subject to the provisions of this Agreement, at the Closing, Seller shall sell, and Buyer shall purchase, the Purchased Shares.
Sale of Purchased Shares. At the Closing, upon the terms and ------------------------ conditions contained herein, the Company shall issue, sell and deliver to Buyer 10,000 shares (the "Purchased Shares") of the Company's Cumulative Redeemable ---------------- Preferred Stock, Series C, par value $.01 per share (the "Series C Preferred ------------------ Shares"). Such issuance, sale and delivery shall be effected by the delivery to ------ Buyer at the Closing of (i) the certificate or certificates representing the Purchased Shares, issued in the name of Buyer or its designee and (ii) such other documents or instruments which may be necessary, or which Buyer may reasonably request, in order to effectively vest in Buyer good and marketable title to the Purchased Shares, free and clear of all Liens and Restrictions other than Permitted Restrictions.
Sale of Purchased Shares. At the Closing, upon the terms and subject to the conditions of this Agreement, and in consideration of the Purchase Price to be paid by Buyer to the Shareholders, (a) the Shareholders shall sell, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Shareholders, all of the Purchased Shares, free and clear of all Liens, and (b) the Shareholders shall deliver to Buyer stock certificates representing the Purchased Shares, duly endorsed for transfer or accompanied by duly executed stock powers.
Sale of Purchased Shares. On the Closing Date (as defined below), Seller agrees to sell, transfer and assign to Purchaser and Purchaser agrees to purchase from Seller the Purchased Shares.
Sale of Purchased Shares. From and after the Separation Date, the Company hereby agrees that Executive shall have the right to sell on the market or in privately- negotiated transactions the Purchased Shares (as defined in the Employee Stockholder Agreement) (i) during the period from August 1, 2002 through December 31, 2002 in an amount of up to $100,000 worth of Purchased Shares and (ii) in an amount of up to $250,000 worth of Purchased Shares during any calendar year thereafter (in each case based upon the sales price of such Purchased Shares). Executive may only periodically sell such number of Purchased Shares as would satisfy the volume limitations of Rule 144 of the Securities Exchange Commission. The rights provided for in this Section 5.4(1) shall be in addition to, and not in substitution for, any rights Executive has under the Employee Stockholder Agreement, including Executive's rights to make transfers to Permitted Transferees as provided in the Employee Stockholder Agreement.
