Commitment Fee; Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Commitment Fee to the Investor in accordance with this Section 10.1(ii). On or prior to the Closing Date, the Company shall have provided written notice to the Investor that the Company has elected to pay the entire Commitment Fee to the Investor either in cash or by the issuance of the Commitment Shares to the Investor pursuant to and in accordance with this Section 10.1(ii). If the Company shall have elected on the Closing Date to pay the entire Commitment Fee to the Investor in cash, the Company shall cause the entire Commitment Fee to be paid to the Investor in cash not later than the first (1st) Trading Day immediately after the Closing Date by wire transfer of immediately available funds to an account designated by the Investor on or prior to the Closing Date. If the Company shall have elected on the Closing Date to pay the entire Commitment Fee to the Investor by the issuance of the Commitment Shares, the Company shall deliver irrevocable instructions to its transfer agent to issue and deliver to the Investor, not later than 5:30 p.m. (New York City time) on the Trading Day on which the Initial Registration Statement is initially filed by the Company with the Commission, and in no event later than 5:30 p.m. (New York City time) on the Filing Deadline for the Initial Registration Statement as set forth in the Registration Rights Agreement, one or more certificate(s) or book-entry statement(s) representing the 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 date of issuance of such Commitment Shares). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The 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...
Commitment Fee; Commitment Shares. In consideration of the Investor’s execution and delivery of this Agreement on the Closing Date, effective as of the Closing Date, the Company shall become obligated to issue to the Investor the Commitment Shares (or pay to the Investor the Commitment Fee, as applicable), in either case, in accordance with the applicable provisions of this Agreement relating thereto. For the avoidance of doubt, the Company shall become obligated to issue all of the Commitment Shares (or pay the full Commitment Fee in lieu thereof, as applicable), upon the consummation of the Closing and effective as of the Closing Date, regardless of whether any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement.
Commitment Fee; Commitment Shares. On the date hereof, the Company shall pay to the Investor a commitment fee (the “Commitment Fee”) of $100,000. The Company shall pay the Commitment Fee by issuing to the Investor shares of Common Stock (such shares, the “Commitment Shares”) within three days of the date hereof in an amount equal to the Commitment Fee divided by the VWAP for the Trading Day immediately prior to the date hereof. The Commitment Shares shall be deemed fully earned as of the date they are issued regardless of the amount of Advances, if any, that the Company is able to, or chooses to, request hereunder. The Commitment Shares shall be included on any registration statement filed by the Company after the date hereof, unless such shares may be resold without any limitation pursuant to Rule 144.
Commitment Fee; Commitment Shares. The Company shall pay to the Investor a commitment fee (the “Commitment Fee”) of $500,000, of which (i) $250,000 shall be paid within 3 days of the Effective Date, and (ii) $250,000 shall be paid on the 3 month anniversary of the Effective Date. The Company shall pay the Commitment Fee either in cash, or by issuing to the Investor shares of Common Stock (such shares, the “Commitment Shares”), or a combination of cash and Commitment Shares. The number of Commitment Shares to be issued by the Company to the Investor shall be equal to the amount of the Commitment Fee the Company chooses to pay in Commitment Shares divided by (y) the average of the VWAPs for the 5 consecutive Trading Days immediately prior to the Effective Date with respect to the first tranche of the Commitment Fee, and (z) the average of the VWAPs for the 5 consecutive Trading Days immediately prior to the 3 month anniversary of the Effective Date with respect to the second tranche of the Commitment Fee. The issuance of any Commitment Shares shall registered on the Registration Statement.
