Subsequent Sales. At any time, and from time to time, the Company and one or more Eligible Purchasers may enter into an agreement substantially in the form of the Supplemental Note Purchase Agreement attached hereto as Exhibit 2.3 (a “Supplemental Note Purchase Agreement”) in which the Company shall agree to sell to each such Eligible Purchaser named on the Supplemental Purchaser Schedule attached thereto (collectively, the “Supplemental Purchasers”) and, subject to the terms and conditions herein and therein set forth, each such Supplemental Purchaser shall agree to purchase from the Company the aggregate principal amount of the Series of Supplemental Notes (which series shall be at least $25,000,000 and may consist of more than one different and separate tranches, but all such different and separate tranches of the same Series shall constitute one Series) described in such Supplemental Note Purchase Agreement and set opposite such Supplemental Purchaser’s name in the Supplemental Purchaser Schedule attached thereto at the price and otherwise under the terms set forth in such Supplemental Note Purchase Agreement. The sale of the Supplemental Notes of the Series described in such Supplemental Note Purchase Agreement will take place at the location, date and time set forth therein at a closing (a “Supplemental Closing”). At such Supplemental Closing the Company will deliver to each such Supplemental Purchaser one or more Notes of the Series to be purchased by such Supplemental Purchaser registered in such Supplemental Purchaser’s name (or in the name of its nominee), evidencing the aggregate principal amount of Notes of such Series to be purchased by such Supplemental Purchaser and in the denomination or denominations specified with respect to such Supplemental Purchaser in such Supplemental Purchaser Schedule against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account on the date of such Supplemental Closing (a “Supplemental Closing Date”) (as specified in a notice to each such Supplemental Purchaser at least three Business Days prior to such Supplemental Closing Date).
Subsequent Sales. Each Purchaser, severally and not jointly with the other Purchasers, covenants that, prior to the expiry of a period of four months and one day from the Closing Date, it will not, and must not, offer or sell any Securities to persons in Canada or through the facilities of the TSXV.
Subsequent Sales. If the Purchaser (or any of its wholly owned or majority owned subsidiaries) acquires shares of PharMerica Stock pursuant to Section 2(c) and, during the Operative Period, sells any or all of such shares (the "Sold Shares") to an individual or entity that is not affiliated with the Purchaser at a price per share (excluding assumed liabilities and valuing any non-cash asset at its fair market value, it being understood that any dispute with respect to such fair market value shall be resolved by a valuation firm mutually acceptable to the Purchaser and the PharMerica Shareholders) (such price, the "Sale Price") that is greater than the Exercise Price, the Purchaser shall pay to the PharMerica Shareholders (such payment to be allocated between the PharMerica Shareholders in proportion to the relative number of shares of PharMerica Stock sold by each such entity pursuant to Section 2(c)) an amount equal to the amount, if any, by which the Stock Appreciation exceeds the Net Carrying/Tax Costs. For purposes of this Agreement, (w) the term "Stock Appreciation" shall mean the Profit multiplied by the number of Sold Shares, (x) the term "Profit" shall mean the amount by which the Sale Price exceeds the Exercise Price (or, if the Purchaser has paid to the PharMerica Shareholders any amount pursuant to Section 3(c), the sum of the Exercise Price and the per share amount paid by the Purchaser pursuant to Section 3(c)) and (y) the term "Carrying/Tax Costs" shall mean the sum of (i) interest on the amount paid by the Purchaser pursuant to Section 2(c), from the date of the Closing to the date on which the Sold Shares are sold, at an implied interest rate equal to the weighted average interest rate paid by the Purchaser on bank borrowings during such period and (ii) all federal and state taxes payable by the Purchaser with respect to the sale of the Sold Shares (provided that the Purchaser uses commercially reasonable efforts to minimize its tax liability with respect to such sale), and (z) the term "Net Carrying/Tax Costs" shall mean the difference between the Carrying/Tax Costs and the amount of any dividends or distributions paid by the Purchaser on the Sold Shares during the period from the date of the Closing to the date they are sold.
Subsequent Sales. Following the Initial Closing, the Company may conduct one or more additional closings (each an “Additional Closing”) and sell to the Purchasers therein up to $3,000,000 in Shares (minus the face amount of the Shares sold in the Initial Closing). Any Purchasers at any Additional Closing shall become a party to this Agreement and shall have the rights and obligations hereunder. At any Additional Closing, each Purchaser shall have deposited via wire transfer of immediately available funds into the Escrow Account in, such Purchaser’s total purchase price hereunder, and upon delivery of the total purchase price to the Company by the Escrow Agent, the Company shall deliver to each Purchaser a stock certificate for the number of Shares purchased hereunder by each such Purchaser. The Initial Closing and any Additional Closings are collectively referred to as the “Closings”).
Subsequent Sales. The Company hereby agrees with the Subscriber that the Company shall not, from the date hereof until 90 days after the Closing Date, sell any shares of Common Stock for cash at a price per share less than $2.50 per share, other than with the prior written consent of the Company and the Subscriber.
Subsequent Sales. Other than this Agreement and the Ancillary Agreements, no agreements or understandings exist between any of Purchaser or Guarantor and any other Person with respect to a possible transaction involving any of the Purchased Assets (other than transactions of the Business made in the Ordinary Course of Business).
Subsequent Sales. The exercise or non-exercise of the rights of the Corporation, a Transfer Offeree or a Co-Sale Stockholder hereunder to participate in one or more sales of Transfer Shares made by the Transferring Stockholder shall not adversely affect the Corporation’s, such Transfer Offeree’s or such Co-Sale Stockholder’s rights to participate in subsequent sales of the Transferring Stockholder’s Shares subject to the terms of this Agreement pursuant to Section 2.1 hereof.
Subsequent Sales. 2 SECTION 3 Representations and Warranties of the Company . . . . . . . . . . . . . . . . . . . 2 3.1 Organization and Standing; Articles and By-Laws . . . . . . . . . . . . . . . 2 3.2
Subsequent Sales. If the Company at any time prior to the Effectiveness Date shall sell shares of Common Stock (or securities convertible into shares of Common Stock) at a price per share (or having a conversion price per share, if a security convertible into Common Stock) which is less than $1.50, then the Warrant Exercise Price shall be reduced to equal the lower offering price. Notwithstanding anything to the contrary herein, the provisions of this Section 8(c) shall not apply to any such securities issued or to be issued pursuant to: (i) employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (ii) the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all of the assets or other reorganization whereby the Company will own more than fifty (50%) of the voting power of such business segment of any such entity; (iii) vendors or customers or to other persons in similar commercial situations with the Company if such issuance is approved by the Board of Directors; (iv) corporate partnering transactions on terms approved by the Board of Directors; (v) the terms of any of the Company's preferred stock, warrants or other convertible securities outstanding on the date hereof; (vi) borrowings, direct or indirect, from financial institutions regularly engaged in the business of lending money, whether or not presently authorized which include an equity component which is not a major component of such borrowing; (vii) a merger, consolidation, reorganization, recapitalization, sale of assets, stock purchase, contribution or other similar transaction that involves the Company, on the one hand, and any corporation or other entity that controls, directly or indirectly, the Company, on the other hand; or (viii) other non-cash transactions.
Subsequent Sales. In accordance with the terms and conditions set forth herein (including, without limitation, the provisions of Article VII hereof), on any Sale Notice Date the Company shall exercise a Subsequent Sale by the delivery of a Sale Notice. On the Closing Date relating to each Subsequent Sale, the Company shall issue and sell and the Investor shall purchase such number of shares of Common Stock for an Investment Amount, stated in the applicable Sale Notice, not to exceed 2.00 times the average of the Daily Trading Values during the 22 Trading Day period immediately preceding the Sale Notice Date (each such transaction is referred to herein as a "Subsequent Sale," and all such shares are referred to herein as the "Subsequent Sale Shares"). Such Investment Amount shall not be less than the Minimum Sale Amount.
