Preview | Waiver Agreement |

Document Preview

Waiver Agreement

Click "Add to Cart" button to purchase document.
Documents are emailed immediately after purchase.
You can also browse documents by title, category, or company... or click here for help finding documents.

Title:

Waiver Agreement

Entities:

LXU Healthcare, Inc.; PrimeSource Healthcare Inc.

Date:

2003

Size:

Preview shows 3KB of 10KB total

Price:

$35

ID:

#1388385

► Legal ► Waiver Agreements
► Healthcare ► Medical Equipment & Supplies

Start of Preview

<SEQUENCE>4

<FILENAME>waiveragreement.txt

<DESCRIPTION>WAIVER AGREEMENT

<TEXT>

                                WAIVER AGREEMENT



          This Waiver Agreement,  dated as of June 30, 2003 (this  "Agreement"),

is made by and among PrimeSource Healthcare,  Inc., a Massachusetts  corporation

(the "Company"),  and the purchasers  (collectively,  the "Purchasers") named in

Schedule I to the Purchase Agreement,  dated as of August 6, 2002 (the "Purchase

Agreement"), by and among the Company and the Purchasers. Capitalized terms used

in this  Agreement  and not  otherwise  defined  herein  shall have the meanings

ascribed to them in the Purchase Agreement.



          WHEREAS, the Company and the Purchasers have entered into the Purchase

Agreement.



          WHEREAS,  the Purchase Agreement provides for Additional Closings upon

the satisfaction by the Company of certain conditions precedent.



          WHEREAS, the Company agrees to issue and sell to the Purchasers listed

on Schedule I attached  hereto,  and each such Purchaser agrees to purchase from

the Company, the number of shares of Series G Preferred Stock set forth opposite

the name of such  Purchaser  under the heading  "Amount of Series G Shares to be

Purchased" on Schedule I, at the purchase  price set forth  opposite the name of

such  Purchaser  under  the  heading  "Purchase  Price for  Series G Shares"  on

Schedule I.



          WHEREAS,  the Company  anticipates the sale (the "Sale") of all of the

issued and  outstanding  capital  stock of Ruby  Merger  Sub,  Inc.,  a Delaware

corporation and a wholly owned subsidiary of the Company,  for gross proceeds of

$1,000,000, subject to a maximum adjustment of $25,000.



          WHEREAS,  the  Company  and the  Purchasers  desire  to waive  certain

conditions  precedent  and  covenants  as provided  herein and proceed with this

Additional Closing.



          NOW  THEREFORE,  in  consideration  of the premises and other good and

valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby

acknowledged, the parties agree as follows:



          1.   A condition precedent to the obligation of the Purchasers to

effectuate this  Additional  Closing is the closing of the Sale. The funds wired

by the Purchasers hereunder  (collectively,  the "Series G Funds") shall be held

End of Preview

Home Intelligence Services Subscriptions News About Us