Common use of Drs Clause in Contracts

Drs. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ will waive their dissenters= rights in respect of and will vote their shares in Prime for, the merger between Prime and OptiCare, subject to the percentage ownership of Prime in the combined company at closing being within 1% of 48.755% of the total ownership calculated on a primary basis. (a) Upon execution of this Agreement, the Parties agree to immediately resume a normal, good faith and financially appropriate working relationship amongst each other. Without limiting the generality of the foregoing, upon the execution of this Agreement that certain Sublease dated March 30, 1999, by, between and among ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇ and Consolidated Eye Care, Inc., shall be deemed rescinded and shall be void and of no further effect. (b) The Parties agree with Lender that (i) the monies, released from the ▇▇▇▇ County Superior Court Clerk, will be applied first to the payment of $250,000 to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, second to the extent of $1,000,000, to the delivery into escrow of the amount required by Section 2 hereof, third, to the extent of $1,906,797.00, to the payment in full of all past due amounts owed to Lender and legal fees associated herewith, fourth to provide for the working capital and managed care needs of Prime and its subsidiaries, as agreed to by Lender and Prime, and last to the prepayment of the Term Loan owed by Prime to Lender; (ii) all cash received by OECC, PA between the date of the TRO and the date of this Agreement shall be turned over to CEC and deposited in an account designated by Prime; and (iii) all cash received by OECC, PA and CEC shall be deposited in accounts satisfactory to Lender for which, commencing on April 15, 1999, the sole signature rights will be held by ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or their designees. Prime agrees to provide to Lender, as soon as available but not later than April 30, 1999, a cash flow analysis satisfactory to Lender of the working capital and managed care requirements of Prime and its subsidiaries for the subsequent eight (8) weeks. All cash held by Prime, its subsidiaries or OECC, PA in excess of the reasonable working capital requirements as set forth in the cash flow analysis shall be paid to the Bank on May 6, 1999 and applied to the principal installments of the Term Loan owing to Lender, in the inverse order of maturity.