Additional Commitment Shares Sample Clauses
Additional Commitment Shares. In addition to the issuance of the Initial Commitment Shares pursuant to 10.1(ii)(a) above: (i) not later than 4:00 p.m. (New York City time) on the Trading Day on which the Company shall have received from the Investor total aggregate cash proceeds equal to $25,000,000 as payment for all VWAP Purchase Share Amounts and Intraday VWAP Purchase Share Amounts purchased by the Investor in all VWAP Purchases and Intraday VWAP Purchases (as applicable) effected pursuant to this Agreement, the Company shall deliver irrevocable instructions to its transfer agent to electronically issue and deliver to the Investor or its designee(s) (in which case such designee(s) name shall have been provided to the Company prior to such Trading Day) 59,333 Additional Commitment Shares, so that such Additional Commitment Shares are received by the Investor as DWAC Shares not later than 10:00 a.m. (New York City time) on the next Trading Day; and (ii) not later than 4:00 p.m. (New York City time) on the Trading Day on which the Company shall have received from the Investor total aggregate cash proceeds equal to $50,000,000 as payment for all VWAP Purchase Share Amounts and Intraday VWAP Purchase Share Amounts purchased by the Investor in all VWAP Purchases and Intraday VWAP Purchases (as applicable) effected pursuant to this Agreement, the Company shall deliver irrevocable instructions to its transfer agent to electronically issue and deliver to the Investor or its designee(s) (in which case such designee(s) name shall have been provided to the Company prior to such Trading Day) 39,555 Additional Commitment Shares, so that such Additional Commitment Shares are received by the Investor as DWAC Shares not later than 10:00 a.m. (New York City time) on the next Trading Day. For the avoidance of doubt, such Additional Commitment Shares shall be fully earned as of the date on which they are issuable pursuant to this Section 10.1(ii)(b), regardless of whether any further VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement. All of the Additional Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, a...
Additional Commitment Shares. On the date which is sixty (60) days after the Effective Date, (unless this Agreement has been terminated by the Company pursuant to 8.1(a) prior to such date), the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor not later than 4:00 p.m. (New York City time) on the sixty second (62) day immediately following the Effective Date, a certificate representing the Additional Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Effective Date). Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 10.7 hereof. For the avoidance of doubt, all of the Additional Commitment Shares shall be fully earned as of the date required for delivery above, regardless of whether any Put Notices are issued by the Company or settled hereunder. Upon issuance, the Additional Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and shall bear the restrictive legend set forth below in subsection (c) of this Section 10.2. The Additional Commitment Shares shall not constitute Registrable Securities and shall not be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement
Additional Commitment Shares. In consideration for agreeing to the terms of this Agreement and no additional consideration at such time of issuance, the Company shall deliver to the Purchaser, a number of shares of Common Stock equal to:
(a) on the Effective Date of the initial Registration Statement (such date, the “Second Issuance Date”) (i) $50,000 divided by the lesser of (y) closing bid price of the Common Stock on the Trading Day immediately preceding the Second Issuance Date (such price, the “Second Issuance Price”) and (z) the closing bid price of the Common Stock on the Trading Day immediately preceding the date of this Agreement (such price, the “Closing Issuance Price”), and (ii) if the Second Issuance Price is less than the Closing Issuance Price, additional shares of Common Stock equal to the difference between (A) $125,000 divided by the Second Issuance Price and (B) the number of shares of Common Stock issued to the Purchaser pursuant to Section 2.2(a)(iii) on the date of this Agreement;
(b) on the 30th day immediately following the Effective Date of the initial Registration Statement (such date, the “Third Issuance Date”), $25,000 divided by the closing bid price of the Common Stock on the Trading Day immediately preceding the Third Issuance Date;
(c) on the 60th day immediately following the Effective Date of the initial Registration Statement (such date, the “Fourth Issuance Date”), $25,000 divided by the closing bid price of the Common Stock on the Trading Day immediately preceding the Fourth Issuance Date; and
(d) on the 90th day immediately following the Effective Date of the initial Registration Statement (such date, the “Fifth Issuance Date”), $25,000 divided by the closing bid price of the Common Stock on the Trading Day immediately preceding the Fifth Issuance Date. All such shares issuable pursuant to this Section 4.16 shall be delivered to the DTC account specified by the Purchaser in writing to the Company.
Additional Commitment Shares. 90 calendar days following the consummation of the Merger, the Company shall issue to the Transfer Agent (and any subsequent transfer agent) irrevocable instructions, in substantially the form agreed to prior to the date hereof, to issue the Additional Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Additional Transfer Agent Instructions”). All Additional Commitment Shares to be issued to or for the benefit of the Investor pursuant to this Agreement shall be issued as DWAC Shares. The Company warrants to the Investor that, while the Agreement is effective, no instruction other than the Irrevocable Additional Transfer Agent Instructions referred to in this Section 6 will be given by the Company to the Transfer Agent with respect to the Additional Commitment Shares, and the Additional Commitment Shares shall otherwise be freely transferable on the books and records of the Company. Notwithstanding anything to the contrary in this Section 6(b), to the extent the Additional Commitment Shares are issued prior to the effectiveness of the Registration Statement, the certificate or book-entry statement(s) representing the Additional Commitment Shares shall bear the same restrictive legend as the Initial Commitment Shares and as referenced in Section 6(a) above.
Additional Commitment Shares. Upon the Effective Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor not later than 4:00 p.m. (New York City time) on the third business day immediately following the Effective Date, a certificate representing the Additional Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Effective Date). Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 10.7 hereof. For the avoidance of doubt, all of the Additional Commitment Shares shall be fully earned as of the date required for delivery above, regardless of whether any Put Notices are issued by the Company or settled hereunder. Upon issuance, the Additional Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and shall bear the restrictive legend set forth below in subsection (d) of this Section 10.1. The Additional Commitment Shares shall not constitute Registrable Securities and shall not be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement. The Company shall deliver a copy of the Company’s issuance resolution authorizing the issuance of the Additional Commitment Shares to the Investor contemporaneously with issuance of the Additional Commitment Shares.
Additional Commitment Shares. 7.1 Subject to Section 7.2, the Company shall issue to Purchaser (or an entity affiliated with Purchaser, as designated by Purchaser) such number of shares of the Company’s common stock equal to an aggregate of (A) 1,250,000 divided by the Amendment Closing Price minus (B) 739,645 (such shares, the “Additional Commitment Shares”). The Additional Commitment Shares shall be issued upon the Additional Commitment Shares Stockholder Approval (it being acknowledged that the Company previously obtained stockholder approval as required by, and in accordance with, the applicable Listing Rules for the issuance of the Original Commitment Shares).
7.2 Notwithstanding anything herein to the contrary, the Company shall not issue any Additional Commitment Shares, and Purchaser shall not have the right to receive any Additional Commitment Shares, unless and until (a) the Company obtains stockholder approval as required by, and in accordance with, the applicable Listing Rules for the issuance of the Additional Commitment Shares (the “Additional Commitment Shares Stockholder Approval”) and (b) the Charter Amendment Acceptance occurs.
Additional Commitment Shares. On the first Purchase Date, the Company shall issue to the Transfer Agent (and any subsequent transfer agent) irrevocable instructions, in substantially the form agreed to prior to the date hereof, to issue the Additional Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Additional Transfer Agent Instructions”). All Additional Commitment Shares to be issued to or for the benefit of the Investor pursuant to this Agreement shall be issued as DWAC Shares. The Company warrants to the Investor that, while the Agreement is effective, no instruction other than the Irrevocable Additional Transfer Agent Instructions referred to in this Section 6 will be given by the Company to the Transfer Agent with respect to the Additional Commitment Shares, and the Additional Commitment Shares shall otherwise be freely transferable on the books and records of the Company.
Additional Commitment Shares. If this Note shall not have been paid in full as provided herein on or prior to the Later Payment Date, then the Company shall issue and deliver to the Holder in accordance with the Purchase Agreement as number of shares of Common Stock equal to the Original Principal Amount of this Note and the Additional Commitment Shares Ratio (as defined in the Purchase Agreement.
Additional Commitment Shares. Not later than 4:00 p.m. (New York City time) on the trading day on which the Company shall have received from the Investor total aggregate cash proceeds equal to $25,000,000 as payment for all shares purchased by the Investor in all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases effected pursuant to this Agreement (the “Additional Fee Trigger Date”), the Company shall pay to the Investor an amount in cash, stock or a combination of cash of stock that together is equal to $625,000 (the “Additional Commitment Fee” and any stock issued as part of the Additional Commitment Fee, the “Additional Commitment Shares”). If Additional Commitment Shares are issued, such shares (i) shall have a per share value equal to the Purchase Price and (ii) shall be received by the Investor as DWAC Shares not later than 10:00 a.m. (New York City time) on the next trading day. For the avoidance of doubt, the entire Additional Commitment Fee (including any Additional Commitment Shares), shall be fully earned by the Investor as of the Additional Fee Trigger Date, whether or not any additional Purchase Shares are purchased thereafter by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement.
Additional Commitment Shares. On the first date the Company has sold over $10,000,000 Purchase Shares to the Investor, the Company shall issue to the Transfer Agent (and any subsequent transfer agent) irrevocable instructions, in substantially the form agreed to prior to the date hereof, to issue the Additional Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Additional Transfer Agent Instructions”). All Additional Commitment Shares to be issued to or for the benefit of the Investor pursuant to this Agreement shall be issued as DWAC Shares. The Company warrants to the Investor that, while the Agreement is effective, no instruction other than the Irrevocable Additional Transfer Agent Instructions referred to in this Section 6 will be given by the Company to the Transfer Agent with respect to the Additional Commitment Shares, and the Additional Commitment Shares shall otherwise be freely transferable on the books and records of the Company.