Additional Commitment Shares. In addition to the issuance of the Initial Commitment Shares pursuant to Section 10.1(ii)(a) above, not later than 4:00 p.m. (New York City time) on the earlier of (i) the Trading Day on which the Company shall have received from the Investor total aggregate cash proceeds equal to $500,000 as payment for all VWAP Purchase Share Amounts and Intraday VWAP Purchase Share Amounts purchased by the Investor in all VWAP Purchases, Additional VWAP Purchases and Intraday VWAP Purchases (as applicable) effected pursuant to this Agreement, and (ii) ninety (90) days from the date of 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) the 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, Additional 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, and the Prospectus included therein, in each case in accordance with this Agreement and the Registration Rights Agreement.
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. 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 second 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 (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. 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. In further consideration for the Investor’s commitment to purchase Common Stock upon the terms and subject to the conditions of this Agreement, on the first Trading Day after the Trading Day on which the Company shall have received the Shareholder Approval, the Company shall deliver irrevocable instructions to its transfer agent to electronically issue to the Investor or its designee(s) the Additional Commitment Shares as DWAC Shares, such that they are credited to the Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program not later than 4:00 p.m. (New York City time) on the second Trading Day immediately following the Trading Day on which the Company shall have received the Shareholder Approval, all of which Additional Commitment Shares shall be issued pursuant to the Registration Statement and the Prospectus and shall be freely tradable and transferable and without restriction on resale and without any stop transfer instructions maintained against the transfer thereof. For the avoidance of doubt, all of the Additional Commitment Shares shall be fully earned as of the Trading Day on which the Company shall have received the Shareholder Approval, regardless of whether any VWAP Purchases or any Alternative VWAP Purchases are effected hereunder and regardless of any subsequent termination of this Agreement. Prior to the issuance of the Additional Commitment Shares, the Company shall authorize and reserve 386,369 shares of Common Stock for issuance to the Investor as Additional Commitment Shares in accordance with this Section 2.6(b).
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. 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. In consideration for the Investor's execution and delivery of this Amendment, concurrently with the execution and delivery of this Amendment on the Amendment Date, the Company shall deliver irrevocable instructions to its transfer agent to electronically transfer 56,796 shares (such number of shares representing (i) $58,500, or 1.5% of the additional Total Commitment amount of $3,900,000, divided by (ii) $1.03) of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (the "Additional Commitment Shares") to the Investor, not later than 4:00 p.m. (New York time) on the Trading Day immediately following the Amendment Date, by crediting the Investor's or its designees' account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, which Additional Commitment Shares shall be issued pursuant to the Registration Statement and without any restriction on resale. For the avoidance of doubt, all of the Additional Commitment Shares shall be fully earned as of the Amendment Date, regardless of whether any further Fixed Requests are issued by the Company or settled under the Agreement, as amended by this Amendment.
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.
