Common use of Series A Preferred Stock Clause in Contracts

Series A Preferred Stock. Each of Compass, Compass Holdings, International, First Chicago Equity Corporation, an Illinois corporation ("FCEC"), Cross Creek Partners I, an Illinois general partnership ("Cross Creek") and the other beneficial holders of all of the issued and outstanding shares of Series A Preferred Stock, par value $.01 per share, of International (the "Series A Preferred Stock") (collectively, the "Series A Preferred Stockholders"), have entered into a certain Stock Purchase Agreement, dated as of the date hereof (the "Series A Preferred Stock Purchase Agreement"), pursuant to which Compass Holdings has agreed to purchase, and the Series A Preferred Stockholders have agreed to sell, all issued and outstanding shares of Series A Preferred Stock and all of warrants exercisable for shares of International Common Stock upon redemption of the Series A Preferred Stock (the "Warrants") at a purchase price equal to the product of the Offer Price by the number of shares of International Common Stock into which such shares of Series A Preferred Stock are convertible as of the Offer Closing Time. The sale will occur as soon as practicable following the Offer Closing Time and is contingent upon the consummation of the Offer in accordance with its terms and the purchase price shall be paid in cash in an amount calculated in accordance with the Series A Preferred Stock Purchase Agreement. The Series A Preferred Stockholders will receive no consideration in the Offer or in the Merger. In the Series A Preferred Stock Purchase Agreement, International agreed to distribute to the Series A Preferred Stockholders the number of shares of UCRI Common Stock to which they would be entitled if they converted the Series A Preferred Stock into Common Stock immediately prior to the Record Date and UCRI agreed to pay to the Series A Preferred Stockholders any and all dividends accrued and unpaid with respect to the Series A Preferred Stock as of the Offer Closing Date. Section 1.5

Series A Preferred Stock. Each of CompassSubject to Section 3.9, Compass Holdings, International, First Chicago Equity Corporation, an Illinois corporation ("FCEC"), Cross Creek Partners I, an Illinois general partnership ("Cross Creek") and the other beneficial holders of all of the issued and outstanding shares of Series A Preferred Stock, par value $.01 per share, of International (the "Series A Preferred Stock") (collectively, the "Series A Preferred Stockholders"), have entered into a certain Stock Purchase Agreement, dated as of the date hereof (the "Series A Preferred Stock Purchase Agreement"), pursuant to which Compass Holdings has agreed to purchase, and the Series A Preferred Stockholders have agreed to sell, all issued and outstanding shares each holder of Series A Preferred Stock and all of warrants exercisable for shares of International Common Stock shall be entitled to receive upon redemption of the Series A Preferred Stock (the "Warrants") at a purchase price equal Effective Time with respect to the product of the Offer Price by the number of shares of International Common Stock into which such shares each share of Series A Preferred Stock are convertible as held by such Company Stockholder immediately prior to the Effective Time, the portion of the Offer Closing Time. The sale will occur as soon as practicable following the Offer Closing Time and is contingent upon the consummation Merger Consideration payable thereon pursuant to Article IV, Part C, Subsection 2(a) of the Offer in accordance Company Charter taking into account, if applicable, the aggregate exercise price of the Options with its terms and respect to which the purchase price shall be paid in cash in an holders thereof will receive a payment pursuant to Section 2.4(e)(i) (the aggregate amount calculated in accordance with the payable to all holders of Series A Preferred Stock Purchase Agreement. The at the Effective Time under this Section 2.4(c)(iii), the “Series A Preferred Stockholders will receive no consideration in Closing Merger Consideration”, and together with the Offer or in Series B Preferred Closing Merger Consideration and the MergerSeries C Preferred Closing Merger Consideration, the “Preferred Stock Closing Merger Consideration”). In Following the Effective Time, upon any Post-Closing Payment and subject to Section 3.9, each holder of Series A Preferred Stock Purchase Agreement, International agreed to distribute to the Series A Preferred Stockholders the number of shares of UCRI Common Stock to which they would shall be entitled if they converted the to receive with respect to each share of Series A Preferred Stock into Common Stock held by such Company Stockholder immediately prior to the Record Date and UCRI agreed Effective Time, the portion of such Post-Closing Payment payable thereon pursuant to pay to Article IV, Part C, Subsection 2(a) of the Series A Preferred Stockholders any and all dividends accrued and unpaid Company Charter taking into account, if applicable, the aggregate exercise price of the Options with respect to which the holders thereof will receive a payment pursuant to Section 2.4(e)(ii) (at any given time, the aggregate amount paid or payable to all holders of Series A Preferred Stock as of under this Section 2.4(c)(iii) (the Offer Closing Date. Section 1.5“Aggregate Series A Preferred Consideration”), and together with the Aggregate Series B Preferred Consideration and the Aggregate Series C Preferred Consideration, the “Aggregate Preferred Consideration”).

Series A Preferred Stock. Each The Securities Purchase Agreement and Bioject's Articles of CompassAmendment to the Articles of Incorporation (including Section 6(a)(1) thereof) shall be amended, Compass Holdingsfrom and after the date hereof, International, First Chicago Equity Corporation, an Illinois corporation ("FCEC"), Cross Creek Partners I, an Illinois general partnership ("Cross Creek") and to provide that the other beneficial holders of all conversion price of the issued and outstanding Series A Preferred Stock shall be $1.50, subject to adjustment as provided therein, rather than the conversion price originally set forth therein. In addition, a new sentence shall be added to the end of such section, as follows: "In the event that any holder shall provide notice to the Corporation of its intention to convert such holder's shares of Series A Preferred Stock, par value $.01 per share, of International (the "Series A Preferred Stock") (collectivelyas provided above, the "Series A Preferred Stockholders")Corporation shall have the right, have entered into a certain Stock Purchase Agreementwithin 90 days of receipt of such notice and upon five business days' notice to the holders, dated as of to cause to be redeemed for cash the date hereof (the "Series A Preferred Stock Purchase Agreement"), pursuant to which Compass Holdings has agreed to purchase, and the Series A Preferred Stockholders have agreed to sell, all issued and outstanding shares of Series A Preferred Stock and all of warrants exercisable for shares of International Common Stock upon redemption of the Series A Preferred Stock (the "Warrants") subject to such notice, at a purchase price equal to the product of the Offer Price by the number of shares of International Common Stock into which aggregate purchase price for such shares of Series A Preferred Stock are convertible as plus mandatory dividends thereon at a rate equal to 9% per annum, from the date of issuance until the Offer Closing Time. The sale will occur as soon as practicable following the Offer Closing Time and is contingent upon the consummation of the Offer date redeemed in accordance with its terms and the purchase price shall be paid in cash in an amount calculated in accordance with the Series A Preferred Stock Purchase Agreement. The Series A Preferred Stockholders will receive no consideration in the Offer or in the Mergerfull. In the Series A Preferred Stock Purchase Agreementevent that such cash amount is not paid within such 90-day period, International agreed such redemption right shall lapse and be of no further force and effect, and the holders shall thereupon have the right once again to distribute to the Series A Preferred Stockholders the number of convert such shares of UCRI Common Stock to which they would be entitled if they converted the Series A Preferred Stock into shares of the Corporation's Common Stock immediately prior to Stock. During such 90-day (or shorter, if redeemed, as set forth above) period, the Record Date and UCRI agreed to pay to the Series A Preferred Stockholders any and all dividends accrued and unpaid with respect to the holders of Series A Preferred Stock as shall not convert such stock into the Corporation's Common Stock, whether or not the Corporation exercises its right of redemption." Bioject covenants that it shall request and use its best efforts to obtain shareholder approval of the Offer Closing Dateamendment to its Articles of Incorporation in accordance with this Section 1 at its next annual meeting of shareholders in September 1999. Section 1.5Bioject represents to EIS that the board of directors of Bioject has recommended or will recommend to the shareholders of Bioject that they vote in favor of such amendment. EIS agrees that it shall vote all of its shares of Bioject's capital stock, to the extent such shares are entitled to vote, for such amendment.

Series A Preferred Stock. Each Prior to the Effective Time, the Company shall cause the Series A Preferred Stock to be cancelled (by way of Compassredemption, Compass Holdingsrepurchase, Internationalconversion or other action of substantially similar effect); provided, First Chicago Equity Corporationhowever, that the Company shall not, without the prior written consent of Parent, (a) pay more than an Illinois corporation amount per share in cash equal to the sum of ("FCEC"), Cross Creek Partners I, an Illinois general partnership ("Cross Creek"i) and the other beneficial holders of all of the issued and outstanding shares $105 per share of Series A Preferred StockStock plus (ii) all accrued and unpaid dividends thereon, par value $.01 per share, or (b) issue more than the number of International (the "Series A Preferred Stock") (collectively, the "Series A Preferred Stockholders"), have entered into a certain shares of Company Common Stock Purchase Agreement, dated as issuable upon conversion of the date hereof (the "Series A Preferred Stock Purchase Agreement"), pursuant to which Compass Holdings has agreed to purchase, and in accordance with the terms of the Series A Preferred Stockholders Articles of Amendment; provided, further, however, that notwithstanding the foregoing, (i) the Company shall be deemed to have agreed to sell, redeemed all issued and outstanding shares of Series A Preferred Stock and all if, at least ten trading days prior to the Effective Time, the Company provides notice of warrants exercisable for shares of International Common Stock upon such redemption to the holders of the Series A Preferred Stock (the "Warrants"“Series A Holders”) at a purchase price equal to the product in accordance with Article VI of the Offer Price by Company’s bylaws, the number Company complies with Section 607.0721 of Florida Law in connection with such redemption and a sum sufficient to redeem such shares has been deposited with a bank, trust company, or other financial institution upon an irrevocable obligation to pay the Series A Holders the redemption price upon surrender of the shares and (ii) in the event that any Series A Holder is unable to provide the Company with a stock certificate or other satisfactory evidence of ownership of any shares of International Common Stock into which such Series A Preferred Stock, payment of the redemption price or the repurchase price, as the case may be, for any shares of Series A Preferred Stock are convertible as held by such Series A Holder may be made upon receipt of an indemnity bond in an amount per share and form satisfactory to the Offer Closing Time. The sale Company (which in no event will occur as soon as practicable following be less than the Offer Closing Time and is contingent amount to be received by such Series A Holder upon the consummation of the Offer redemption or repurchase in accordance with its terms this Section 5.09). If and to the purchase price shall be paid in cash in an amount calculated in accordance with the extent cancellation of any shares of Series A Preferred Stock Purchase Agreement. The Series A Preferred Stockholders will receive no consideration in is made by other action of substantially similar effect as repurchase or redemption, the Offer or in the Merger. In the Series A Preferred Stock Purchase Agreement, International agreed to distribute to the Series A Preferred Stockholders the number provisions of shares of UCRI Common Stock to which they would be entitled if they converted the Series A Preferred Stock into Common Stock immediately prior to the Record Date and UCRI agreed to pay to the Series A Preferred Stockholders any and all dividends accrued and unpaid with respect to the Series A Preferred Stock as subsection (ii) of the Offer Closing Date. Section 1.5proviso above, or other action of substantially similar effect, shall apply if appropriate.

Series A Preferred Stock. Each of CompassAt the Effective Time, Compass Holdings, International, First Chicago Equity Corporation, an Illinois corporation ("FCEC"), Cross Creek Partners I, an Illinois general partnership ("Cross Creek") and the other beneficial holders of all by virtue of the Merger and without any action on the part of any holder thereof, each share of Series A Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive shares of validly issued, fully paid and nonassessable Parent Common Stock, with each such share of Series A Preferred Stock being converted into that number of shares of Parent Common Stock equal to the quotient obtained by dividing 20 by the number of shares of Series A Preferred Stock outstanding immediately prior to the Effective Time (the “Series A Merger Consideration”). Each share of Series A Preferred Stock, par value $.01 per sharewhen so converted, shall automatically be cancelled and retired, shall cease to exist and shall no longer be outstanding; and the holder of International (the "any Series A Preferred Stock") (collectivelyCertificate shall cease to have any rights with respect thereto, except the "Series A Preferred Stockholders"), have entered into a certain Stock Purchase Agreement, dated as of the date hereof (the "Series A Preferred Stock Purchase Agreement"), pursuant right to which Compass Holdings has agreed to purchase, and receive the Series A Preferred Stockholders have agreed to sellMerger Consideration, all which shall be issued and outstanding in the form of whole shares of Series A Preferred Parent Common Stock to the extent possible and all of warrants exercisable for otherwise in fractional shares of International Parent Common Stock (along with any unpaid dividends and distributions with respect to such whole or fractional shares of Parent Common Stock as provided in Section 2.5(c)), without interest, upon redemption the surrender of such certificate in accordance with Section 2.5. Any fractional shares of Parent Common Stock issued pursuant to this Section 2.4(c)(vi) shall entitle the owner thereof to vote in the same manner as the holder of a whole share of Parent Common Stock but proportionately to the fractional interest. Parent shall (until the date referenced in the last sentence of Section 2.5(g)), if it so elects in its sole discretion, offer holders of such fractional shares of Parent Common Stock one or both of the Series A Preferred following options: (1) the right to purchase an additional fraction of a share of Parent Common Stock (at the "Warrants"closing sales price of the Parent Common Stock on Parent’s primary National Stock Exchange on the day immediately prior to holder’s acceptance of such option) at sufficient to provide the holder with a purchase price equal whole share and/or (2) the establishment of an agency arrangement which, on or prior to the product date referenced in the last sentence of the Offer Price by the number of Section 2.5(g), combines fractional shares of International participating holders of Parent Common Stock into which whole shares, sells such shares of Series A Preferred Stock are convertible as for the account of the Offer Closing Time. The sale will occur as soon as practicable following participating holders (to a party other than Parent, a Parent Subsidiary or an Affiliate of Parent) and then distributes the Offer Closing Time and is contingent upon the consummation of the Offer in accordance with its terms and the purchase price shall be paid in cash in an amount calculated in accordance with the Series A Preferred Stock Purchase Agreement. The Series A Preferred Stockholders will receive no consideration in the Offer or in the Merger. In the Series A Preferred Stock Purchase Agreement, International agreed to distribute resulting sales proceeds to the Series A Preferred Stockholders participating holders in proportion to their contributed fractional share interests (with related transaction costs to be borne by Parent); provided, that the number provisions of this sentence shall not preclude Parent from offering other alternatives to holders of fractional shares of UCRI Parent Common Stock and that, in no event, shall Parent effectively force holders of fractional shares of Parent Common Stock to which they would be entitled if they converted the Series A Preferred Stock into Common Stock immediately prior to the Record Date and UCRI agreed to pay to the Series A Preferred Stockholders any and all dividends accrued and unpaid with receive cash in respect to the Series A Preferred Stock as of the Offer Closing Date. Section 1.5such fractional shares.