Common use of Subsequent Transaction Clause in Contracts

Subsequent Transaction. Subsequent to the completion of the sale and exchange of shares contemplated by Section 2 of the Recapitalization Agreement, at the Closing, Company shall issue and deliver to Sellers 9,853 shares of Common-A Stock and 1,095 shares of Common-L Stock in exchange for 1,261 shares of Preferred Stock. The number of shares of Common-A Stock, Common- L Stock and Preferred Stock to be transferred pursuant to this Section shall be allocated 6,504, 723 and 833 to Toray, 1,242, 138 and 159 to Toray America and 2,107, 234 and 269 to Shimadzu, respectively. Company and Purchaser agree that all the relevant provisions in the Stockholders Agreement and the Company's Restated Certificate of Incorporation which prohibit the transfer of those shares shall be waived for the purpose of this particular transaction.