Common use of All Shares Clause in Contracts

All Shares. a. The Company hereby irrevocably appoints the Escrow Agent as a duly authorized agent of the Company for the purposes of authorizing the Transfer Agent to process issuances and transfers specifically contemplated herein. b. The Transfer Agent shall rely exclusively on the Conversion Notice or the Exercise Notice, and shall have no liability for relying on such instructions. Any Conversion Notice or Exercise Notice delivered hereunder shall constitute an irrevocable instruction to the Transfer Agent to process such notice or notices in accordance with the terms thereof. Such notice or notices may be transmitted to the Transfer Agent by facsimile or any commercially reasonable method. c. The Company hereby confirms to the Transfer Agent and the Buyer that no instructions other than as contemplated herein will be given to Transfer Agent by the Company with respect to the matters referenced herein. The Company hereby authorizes the Transfer Agent, and the Transfer Agent shall be obligated, to disregard any contrary instructions received by or on behalf of the Company.

Appears in 20 contracts

Samples: Irrevocable Transfer Agent Instructions (Neomedia Technologies Inc), Irrevocable Transfer Agent Instructions (Neomedia Technologies Inc), Irrevocable Transfer Agent Instructions (Neomedia Technologies Inc)

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All Shares. a. The Company hereby irrevocably appoints the Escrow Agent as a duly authorized agent of the Company for the purposes of authorizing the Transfer Agent to process issuances and transfers specifically contemplated herein. b. The Transfer Agent shall rely exclusively on the Conversion Notice or the Exercise Notice, and shall have no liability for relying on such instructions. Any Conversion Notice or Exercise Notice delivered hereunder shall constitute an irrevocable instruction to the Transfer Agent to process such notice or notices in accordance with the terms thereof. Such notice or notices may be transmitted to the Transfer Agent by facsimile or any commercially reasonable method. c. The Company hereby confirms to the Transfer Agent and the Buyer Buyers that no instructions other than as contemplated herein will be given to Transfer Agent by the Company with respect to the matters referenced herein. The Company hereby authorizes the Transfer Agent, and the Transfer Agent shall be obligated, to disregard any contrary instructions received by or on behalf of the Company.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Neomedia Technologies Inc), Securities Purchase Agreement (Neomedia Technologies Inc), Securities Purchase Agreement (Neomedia Technologies Inc)

All Shares. a. The Company hereby irrevocably appoints Transfer Agent shall reserve for issuance to the Escrow Agent as a duly authorized agent of Buyers the Company for Conversion Shares and the purposes of authorizing Escrowed Shares. All such shares shall remain in reserve with the Transfer Agent until the Buyers provides the Transfer Agent instructions that the shares or any part of them shall be taken out of reserve and shall no longer be subject to process issuances and transfers specifically contemplated hereinthe terms of these instructions. b. The Transfer Agent shall rely exclusively on the Conversion Notice or the Exercise Notice, Escrow Notice and shall have no liability for relying on such instructions. Any Conversion Notice or Exercise Escrow Notice delivered hereunder shall constitute an irrevocable instruction to the Transfer Agent to process such notice or notices in accordance with the terms thereof. Such notice or notices may be transmitted to the Transfer Agent by facsimile or any commercially reasonable method. c. The Company hereby confirms to the Transfer Agent and the Buyer Buyers that no instructions other than as contemplated herein will be given to Transfer Agent by the Company with respect to the matters referenced herein. The Company hereby authorizes the Transfer Agent, and the Transfer Agent shall be obligated, to disregard any contrary instructions received by or on behalf of the Company.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Compliance Systems Corp), Securities Purchase Agreement (Directview Inc), Securities Purchase Agreement (Compliance Systems Corp)

All Shares. a. The Company hereby irrevocably appoints Transfer Agent shall reserve for issuance to the Escrow Agent as a duly authorized agent of Buyers the Company for the purposes of authorizing Conversion Shares. All such shares shall remain in reserve with the Transfer Agent until the Buyers provides the Transfer Agent instructions that the shares or any part of them shall be taken out of reserve and shall no longer be subject to process issuances and transfers specifically contemplated hereinthe terms of these instructions. b. The Transfer Agent shall rely exclusively on the Conversion Notice Notice, the Escrow Notice, or the Exercise Notice, Notice and shall have no liability for relying on such instructions. Any Conversion Notice Notice, Escrow Notice, or Exercise Notice delivered hereunder shall constitute an irrevocable instruction to the Transfer Agent to process such notice or notices in accordance with the terms thereof. Such notice or notices may be transmitted to the Transfer Agent by facsimile or any commercially reasonable method. c. The Company hereby confirms to the Transfer Agent and the Buyer Buyers that no instructions other than as contemplated herein will be given to Transfer Agent by the Company with respect to the matters referenced herein. The Company hereby authorizes the Transfer Agent, and the Transfer Agent shall be obligated, to disregard any contrary instructions received by or on behalf of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Medical Staffing Solutions Inc)

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All Shares. a. The Company hereby irrevocably appoints Transfer Agent shall reserve for issuance to the Escrow Agent as a duly authorized agent of Buyers the Company for the purposes of authorizing Conversion Shares and Warrant Shares. All such shares shall remain in reserve with the Transfer Agent until the Buyers provides the Transfer Agent instructions that the shares or any part of them shall be taken out of reserve and shall no longer be subject to process issuances and transfers specifically contemplated herein. the terms of these instructions. b. The Transfer Agent shall rely exclusively on the Conversion Notice or the and Exercise Notice, Notice and shall have no liability for relying on such instructions, nor responsibility for determining the accuracy or due execution thereof. Any Conversion Notice or Exercise Notice delivered hereunder shall constitute an irrevocable instruction to the Transfer Agent to process such notice or notices in accordance with the terms thereof. Such notice or notices may be transmitted to the Transfer Agent by facsimile or any commercially reasonable method. . c. The Company hereby confirms to the Transfer Agent and the Buyer Buyers that no instructions other than as contemplated herein will be given to Transfer Agent by the Company with respect to the matters referenced herein. The Company hereby authorizes the Transfer Agent, and the Transfer Agent shall be obligated, to disregard any contrary instructions received by or on behalf of the Company.

Appears in 1 contract

Samples: Irrevocable Transfer Agent Instructions (Xinhua China LTD)

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