Common use of Sale of Additional Shares of Preferred Stock Clause in Contracts

Sale of Additional Shares of Preferred Stock. After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, up to all of the authorized shares of Series C Preferred Stock not sold at the Initial Closing (the “Additional Shares”), to one or more purchasers (the “Additional Purchasers”) acceptable to the Company and approved by PFM, Ridgeback, and Farallon (each as defined below) in one or more Closings, provided that (i) any such subsequent sale is consummated prior to forty-five (45) days after the Initial Closing, and (ii) each Additional Purchaser shall become a party to the Transaction Agreements (as defined below) by executing and delivering a counterpart signature page to each of the Transaction Agreements. PFM, Ridgeback, and Farallon each hereby acknowledges and agrees that the existing holders of the Preferred Stock and those potential purchasers listed on Schedule 1 to this Agreement shall be deemed to have been approved by each of such entities for purposes of the preceding sentence. Exhibit A to this Agreement shall be updated to reflect the number of Additional Shares purchased at each such Closing and the parties purchasing such Additional Shares.

Sale of Additional Shares of Preferred Stock. After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in pursuant to this Agreement, up to all 2,801,128 additional shares (subject to appropriate adjustment in the event of the authorized shares any stock dividend, stock split, combination or similar recapitalization affecting such shares) of Series C A Preferred Stock not sold at the Initial Closing (the “Additional Shares”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company and approved by PFMCryoLife, Ridgeback, and Farallon Inc. (each as defined below) in one or more Closings“CryoLife”), provided that (i) any such subsequent sale is consummated on or prior to forty-five Xxxxxx 0, 0000, (45) days after the Initial Closing, and (iixx) each Additional Purchaser shall become a party to the Transaction Agreements Agreements, (as defined below) (other than the Management Rights Letter), by executing and delivering a counterpart signature page to each of the Transaction Agreements. PFM, Ridgeback, and Farallon each hereby acknowledges and agrees (iii) Xxxxxx & Xxxxxxx, LLP, counsel for the Company, provides an opinion dated as of the date of such Closing that the existing holders offer, issuance, sale and delivery of the Preferred Stock and those potential purchasers listed on Schedule 1 Additional Shares to this Agreement shall be deemed to have been approved by each the Additional Purchasers do not require registration under the Securities Act of such entities for purposes of the preceding sentence1933, as amended, or applicable state securities laws. Exhibit A to this Agreement shall be updated to reflect the number of Additional Shares purchased at each such Closing and the parties purchasing such Additional Shares.

Sale of Additional Shares of Preferred Stock. (a) After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, up to all that number of additional shares (subject to appropriate adjustment in the authorized event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) of Series A Preferred Stock that is equal to 600,000 shares of Series C A Preferred Stock not less the number of shares actually issued and sold by the Company at the Initial Closing and any other Closing (the “Additional Shares”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Board of Directors of the Company and approved by PFM(the “Board”), Ridgebackincluding at least one of the Series A Directors (as such term is defined in the Restated Certificate), and Farallon holders of a majority of the then outstanding shares of Series A Preferred Stock (each as defined below) in one or more Closingsthe “Requisite Investors”); provided that, provided that (i) any such subsequent sale is consummated prior to forty-five ninety (4590) days after the Initial Closing, and (ii) each Additional Purchaser shall become a party to the Transaction Agreements (as defined below) ), by executing and delivering a counterpart signature page to each of the Transaction Agreements. PFM, Ridgeback, and Farallon each hereby acknowledges and agrees that the existing holders of the Preferred Stock and those potential purchasers listed on Schedule 1 to this Agreement shall be deemed to have been approved by each of such entities for purposes of the preceding sentence. Exhibit A to this Agreement shall be updated to reflect the number of Additional Shares purchased at each such Closing and the parties purchasing such Additional Shares. In the event that the Company elects to offer the Additional Shares, such Additional Shares shall be subject to the timing and manner of Closings as set forth in this Section 1.3.