Commitment Shares definition
Examples of Commitment Shares in a sentence
The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares and Commitment Shares to the Common Stock upon the conversion of the Note.
The Company shall issue irrevocable instructions to the Company’s transfer agent to issue certificates and/or issue shares electronically at the Buyer’s option, registered in the name of the Buyer or its nominee, upon conversion of the Note, the Conversion Shares and Commitment Shares, in such amounts as specified from time to time by the Buyer to the Company in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”).
Prior to registration of the Conversion Shares and/or Commitment Shares under the 1933 Act or the date on which the Conversion Shares and/or Commitment Shares may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates or book entry shares shall bear the restrictive legend specified in Section 2(g) of this Agreement.
The Company shall have delivered to the Buyer the Commitment Shares and duly executed Note in accordance with Section 1(b) above.
On the Closing Date: (i) the Buyer shall pay the purchase price of $125,000.00 (the “Purchase Price”) for the Note, to be issued and sold to it at the Closing (as defined below), by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note, and (ii) the Company shall deliver such duly executed Note and Commitment Shares on behalf of the Company, to the Buyer, against delivery of such Purchase Price.