Irrevocable Transfer Agent Instructions Sample Clauses
The Irrevocable Transfer Agent Instructions clause establishes binding directions given to a company's transfer agent regarding the handling of securities, such as shares or warrants, that cannot be altered or revoked without the consent of the involved parties. Typically, this clause requires the transfer agent to issue or transfer securities to a specified party upon the occurrence of certain conditions, such as the conversion of a note or exercise of a warrant, and prevents the company from countermanding these instructions. Its core practical function is to ensure that the transfer of securities is executed reliably and without interference, thereby protecting the interests of the receiving party and reducing the risk of disputes or delays.
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Irrevocable Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 4.1(d) (or instructions that are consistent therewith) will be given by the Company to its transfer agent in connection with this Agreement, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents and applicable law. The Company acknowledges that a breach by it of its obligations under this Section 4.1(d) will cause irreparable harm to a Purchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 4.1(d) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 4.1(d), that a Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.
Irrevocable Transfer Agent Instructions. Following completion of the Business Combination, the Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, in substantially the form of Exhibit B attached hereto (the “Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 2.16 (or instructions that are consistent therewith) and instructions related to the lock-up agreement contained herein will be given by the Company to its transfer agent in connection with this Agreement, and that the Ordinary Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents and applicable law. The Company acknowledges that a breach by it of its obligations under this Section 2.16 will cause irreparable harm to a Shareholder. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 2.16 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 2.16, that a Shareholder shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.
Irrevocable Transfer Agent Instructions. On the Commencement Date, the Company shall issue to the Transfer Agent (and any subsequent transfer agent) irrevocable instructions, in the form mutually agreed by the parties and substantially similar to those used by investors in substantially similar transactions, to issue the Purchase Shares, Exemption Purchase Shares, Termination Shares (as applicable) in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). All Securities 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 no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 6 will be given by the Company to the Transfer Agent with respect to the Securities, and the Securities shall otherwise be freely transferable on the books and records of the Company. The Company represents and warrants to the Investor that, from and after Commencement, and the Termination Shares (as applicable), Exemption Purchase Shares and the Purchase Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company.
Irrevocable Transfer Agent Instructions. An original of the Irrevocable Transfer Agent Instructions, duly executed by the Borrower and the Borrower’s Transfer Agent;
Irrevocable Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates or credit shares to the applicable balance accounts at DTC, registered in the name of each Purchaser or its respective nominee(s), for the Shares and the Warrant Shares in such amounts as specified from time to time by each Purchaser to the Company in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”).
Irrevocable Transfer Agent Instructions. The Company shall have delivered the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, to the Company's transfer agent.
Irrevocable Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Transfer Agent, and any subsequent transfer agent, to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of each Purchaser or its respective nominee(s), for the Shares in such amounts as specified from time to time by each Purchaser to the Company in the form of Exhibit D attached hereto (the “Irrevocable Transfer Agent Instructions”). The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 4(e) will be given by the Company to its transfer agent in connection with this Agreement, and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents. The Company acknowledges that a breach by it of its obligations under this Section 4(e) will cause irreparable harm to a Purchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 4(e) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 4(e), that a Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.
Irrevocable Transfer Agent Instructions. The Company shall issue irrevocable instructions to its Transfer Agent, and any subsequent Transfer Agent, in the form of Exhibit D attached hereto (the “Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions or instructions consistent therewith or otherwise contemplated hereby or thereby or by the Subscription or such other documents as the Transfer Agent may request in connection with any such instructions will be given by the Company to its Transfer Agent in connection with this Subscription, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in and subject to the terms of this Subscription and applicable law.
Irrevocable Transfer Agent Instructions. (a) The Company shall promptly issue and deliver to the Company’s transfer agent (the “Transfer Agent”) irrevocable instructions in form and substance acceptable to the Holder in its sole discretion which shall instruct the Transfer Agent (without any further action, approval or instruction required by the Company) to issue certificates or transmit shares of the Company’s common stock to the Holder’s balance account at The Depository Trust Company at the Holder’s written request in accordance with the terms of the Note after the date hereof (including, without limitation, upon the occurrence of an Event of Default) (the “Instructions”). If the Instructions have not been issued and delivered to the Transfer Agent by the Company by the Scheduled Standstill Expiration Date, the Company hereby agrees and acknowledges that a breach of the Company’s obligations under this Agreement shall have occurred, that such breach shall be an Event of Default under Section 4(a)(xiv) of the Note and that such breach shall be a breach which is not curable.
(b) Once the Instructions have been delivered to the Transfer Agent, the Company no longer shall be obligated or entitled to deliver share issuance instructions to the Transfer Agent with regard to any Installment Notice Due Date or upon the occurrence of an Event of Default. It is the Company’s intention to continue to provide to the Holder, in advance of each Installment Notice Due Date, a calculation of the number of Pre-Installment Conversion Shares the Company believes, acting in good faith, should be issued on such Installment Notice Due Date and in respect of which the Holder is expected to deliver to the Transfer Agent delivery instructions. Though it is desirable that the parties endeavor to resolve any disagreement there may be as to the number of Pre-Installment Conversion Shares to be issued, no failure on the part of the Company to provide to the Holder its calculation of the number of Conversion Shares or any disagreement shall preclude the Holder from delivering to the Transfer Agent delivery instructions for the number of Pre-Installment Conversion Shares the Holder believes, in good faith, should be issued and delivered to the Holder (which the Instructions shall expressly provide the Holder is entitled and authorized to do). Any error in the calculation of Pre-Installment Conversion Shares or Conversion Shares delivered on any Installment Date shall be corrected by the parties reasonably promptly after dis...
Irrevocable Transfer Agent Instructions. The Irrevocable Transfer Agent Instructions shall have been delivered by the Company to, and acknowledged in writing (email being sufficient) by, the Transfer Agent (or any successor transfer agent).