Second Purchase Agreement. The Seller acknowledges that in addition to the sale of the Purchased Stock pursuant to this Agreement, it is the intention of Seller to also sell an additional Four Million Three Hundred Eighty-Five Thousand Seven Hundred (4,385,700) shares of the Stock to certain other buyers for an aggregate net price (after payment of fees associated with the Second Purchase Agreement) of Four Hundred Fifty Thousand Dollars ($450,000), pursuant to a stock purchase agreement substantially similar to this Agreement (the “Second Purchase Agreement”). The Seller understands, acknowledges and agrees that the Buyers hereunder would not enter into this Agreement or purchase the Purchased Stock unless the Seller also enters into the Second Purchase Agreement and sells such additional shares of the Stock per the Second Purchase Agreement as hereby contemplated. In that regard, the Seller hereby agrees and acknowledges that Seller’s obligation to enter into the Second Purchase Agreement and to sell such additional shares of the Stock as hereby contemplated is an affirmative obligation of the Seller, which obligation, if not fulfilled by Seller, may be enforced by the Buyers hereunder, at law or in equity, including, without limitation, by an action for specific performance. It is anticipated that the Second Purchase Agreement will be available for execution by Seller and the buyers thereunder within ten (10) business days of the Closing Date, and that the closing under the Second Purchase Agreement shall take place within thirty (30) days from the execution thereof. The parties agree that the closing under the Second Purchase Agreement shall in any event take place within forty-five (45) days from the Closing Date; provided, however, if the failure to close under the Second Purchase Agreement within such forty-five (45) day period is caused, directly or indirectly, by Seller, then Seller shall nonetheless remain obligated hereunder and under the Second Purchase Agreement, if already executed, to convey such remaining shares of Stock as hereby and thereby contemplated, notwithstanding the failure to close within such time period.
Second Purchase Agreement. The Company, Primus and PNC agree ------------------------- that the Second Primus PNC Purchase Agreement (as defined in Exhibit B) shall --------- terminate on the effective date of the Initial Public Offering, provided however that the warranties and representations and covenants of the parties thereto as set forth in Paragraph 3H, all of Section 5 and Paragraphs 7A and 7C thereof shall survive such termination to the extent expressly provided therein and, to the extent provided by law. Each of the parties to the said agreement acknowledges and agrees that each of the others has fully and completely performed all of its obligations thereunder or, to the extent any such obligations have not been so fully performed, that any such obligations are waived.
Second Purchase Agreement. Each condition set forth in Section 10 of the Second Purchase Agreement to the obligations of each of the parties to the Second Purchase Agreement to effect the transactions contemplated thereby at the closing thereof shall have been satisfied or waived (to the extent applicable) or be capable of being satisfied at the closing of Second Purchase Agreement, and the closing of the transactions contemplated by the Second Purchase Agreement shall have occurred or occur substantially concurrently with the Closing of the transactions contemplated by this Agreement.
Second Purchase Agreement. The closing of the transactions contemplated by the Second Purchase Agreement shall have occurred or occur substantially concurrently with the Closing of the transactions contemplated by this Agreement.
