JEDI. Upon the terms and conditions set forth herein, the Issuer agrees to issue to JEDI, and JEDI agrees to accept, (i) the E Preferred Shares Number of Series E Preferred Stock and (ii) 2,920,975 shares of Common Stock (collectively, the "JEDI NEW SECURITIES" and, together with the Holdings New Securities, the "NEW SECURITIES") upon delivery to the Issuer of the JEDI Release and certificates evidencing JEDI's entire interest in 100,000 shares of the Series C Preferred Stock plus accumulated and unpaid dividends through the Closing Date; JEDI agrees to deliver and the Issuer agrees to accept the JEDI Release and the certificates evidencing JEDI's entire interest in 100,000 shares of Series C Preferred Stock, plus accumulated and unpaid dividends through the Closing Date, upon delivery to JEDI of the JEDI New Securities.
JEDI. Upon the terms and conditions set forth herein, the Issuer ---- agrees to issue to JEDI, and JEDI agrees to accept, (i) the E Preferred Shares Number of Series E Preferred Stock and (ii) 2,920,975 shares of Common Stock (collectively, the "JEDI New Securities" and, together with the Holdings New ------------------- Securities, the "New Securities") upon delivery to the Issuer of the JEDI -------------- Release and certificates evidencing JEDI's entire interest in 100,000 shares of the Series C Preferred Stock plus accumulated and unpaid dividends through the Closing Date; JEDI agrees to deliver and the Issuer agrees to accept the JEDI Release and the certificates evidencing JEDI's entire interest in 100,000 shares of Series C Preferred Stock, plus accumulated and unpaid dividends through the Closing Date, upon delivery to JEDI of the JEDI New Securities.
JEDI. JEDI represents and warrants to Frontier that: (i) JEDI has full partnership power and authority to enter into this Agreement and to perform it obligations hereunder and to consummate the transactions contemplated hereby; (ii) this Agreement constitutes a legal, valid and binding obligation of JEDI, enforceable against JEDI in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies; (iii) JEDI has such knowledge and experience in business and financial matters as will enable it to evaluate the merits and risks of the prospective investment and to make an informed investment decision; (iv) JEDI is aware that no state or federal agency has reviewed or endorsed the Conversion Shares and that the Conversion Shares involve a degree of economic risk; (v) JEDI is purchasing the Conversion Shares for its own account for investment and not with a view to distribution, assignment, resale or other transfer; (vi) no person (other than JEDI and the direct or indirect beneficial owners of JEDI) will have, at the time of purchase, a direct or indirect beneficial interest in the Conversion Shares; (vii) JEDI is authorized and otherwise duly qualified to purchase and hold the Conversion Shares acquired pursuant to this Agreement; and (viii) JEDI was not formed for the specific purpose of acquiring the Conversion Shares. JEDI further understands that, as of the date hereof, Frontier has not registered the Conversion Shares under the Securities Act of 1933, as amended, or the applicable securities laws of any state in reliance on exemptions from registration, which exemptions depend upon JEDI's investment intent at the time it acquires the Conversion Shares.
JEDI. JEDI agrees to take all action necessary to cause Sub to perform all of Sub's, and the Surviving Corporation to perform all of the Surviving Corporation's, agreements, covenants and obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Sub and JEDI shall be liable for any breach of any representation, warranty, covenant or agreement of Sub or Surviving Corporation and for any breach of this covenant; provided, however, that JEDI shall not have any responsibility for, or provide any guaranties of, any actions of Sub or any obligation or liability otherwise hereunder after the Effective Time, except as expressly provided in Sections 3.2 and 9.3.
