Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$250,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s transfer agent (the “Transfer Agent”) in three (3) certificates or book entry statements, in two certificates representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement and an additional certificate representing 12,500,000 shares issuable to the Holder not later than November 8th, 2021. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”
Commitment Fee Shares. (a)On the date of this Agreement, the Company shall issue the Commitment Fee Shares in accordance with the terms of this Agreement. The certificate(s) or book-entry statement(s) representing the Commitment Fee Shares, except as set forth below, shall bear the restrictive legend substantially similar to the following (the “Restrictive Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.
Commitment Fee Shares. Upon entry into this Investment Agreement, the Company commits to issue to the Investor 250,000 of its Common Shares as a commitment fee for this financing facility (the “Commitment Fee Shares”), which shall be issued and delivered to Investor within ten (10) Trading Days of the Execution Date. The Company agrees that the issuance of the Commitment Fee Shares is a material obligation and that the Commitment Fee Shares are considered fully-earned as of the Execution Date of this Agreement, regardless of whether or not the Company files the F-1 or is successful in having it deemed effective by the SEC.
Commitment Fee Shares. The Company hereby covenants and agrees that it shall issue to the Purchaser on the Second Closing Date one hundred ninety-two thousand (192,000) shares of the Company's Common Stock (the "New Commitment Fee Shares") as an additional closing commitment fee, which fee shall be fully earned on the Second Closing Date. Such shares shall be issued in the name of the Purchaser on the Second Closing Date and the related share certificate shall be delivered to the Purchaser not later than five (5) days after the Second Closing Date. The Commitment Fee Shares shall be evidenced by an original share certificate duly executed, and validly issued and delivered by the Company to the Purchaser, representing 192,000 shares of Common Stock of the Company (the “Shares”). Such Share certificate shall contain any restrictive legend comparable to the legend in Section 6.13(e)(i) of the Purchase Agreement, provided however, the Company shall promptly cause such legend to be removed at any time that there is an effective registration statement covering the resale of such Shares. The Purchaser agrees that it shall return such Share certificate to the Company for its prompt inclusion of a restrictive legend comparable to the legend in Section 6.31(e)(i) if the Company provides written notice to the Purchaser that the registration statement referenced in Section 7.14 has ceased to be effective under applicable SEC rules and regulations. The Purchaser further agrees that (i) any sales of the Shares pursuant to an effective registration statement shall be made in accordance with the plan of distribution of such registration statement and (ii) shall comply with all prospectus delivery requirements.
Commitment Fee Shares. (i) As a condition to the Commitment Closing, on or prior to the Effective Date the Company shall issue to Investor, as an estimate of the maximum number of Commitment Fee Shares to which Investor may become entitled under this Agreement, 19,121,282 Commitment Fee Shares. The Commitment Fee Shares shall be evidenced by a stock certificate, titled in the name of Investor or its designee, and bearing a legend substantially in the form set forth in Section 5.1(b) hereof and, at the Company’s option, an additional legend indicating that such shares are subject to the contractual restrictions set forth in this Agreement.
Commitment Fee Shares. The Company shall have instructed its stock transfer agent to reflect the issuance of the Commitment Fee Shares to the Purchaser on the Closing Date and to deliver a share certificate to the Purchaser as required pursuant to Section 7.15. Purchaser shall have received copies of said instructions, in form and substance reasonably satisfactory to it.
Commitment Fee Shares. (i) As a condition to the Commitment Closing, on or prior to the Effective Date the Company shall issue to Investor or its designee, as an estimate of the maximum number of Commitment Fee Shares to which Investor may be or become entitled under this Agreement, 1,633,986 Commitment Fee Shares (representing an estimate of the final number of Commitment Fee Shares that may become payable to Investor hereunder). The Commitment Fee Shares shall be evidenced by a stock certificate titled in the name of Investor or its designee and delivered to the Company’s legal counsel to hold in trust for Investor. The stock certificate shall bear a legend substantially in the form set forth in Section 5.1(b) hereof and, at the Company’s option, an additional legend indicating that such shares are subject to the contractual restrictions set forth in this Agreement.
Commitment Fee Shares. Borrower shall fail to issue and deliver to Holder the Commitment Fee Shares prior to the tenth Trading Day after a Conversion Date pursuant to Sections 2.5 and 3.4 or Borrower shall provide at any time notice to Holder, including by way of public announcement, of Borrower’s intention to not honor requests for conversions of this Debenture in accordance with the terms hereof.
Commitment Fee Shares. (i) As a condition to the Commitment Closing, on the Effective Date the Company shall issue to Investor, as an estimate of the maximum number of Commitment Fee Shares to which Investor may become entitled under this Agreement, 10,000,000 Commitment Fee Shares. The Commitment Fee Shares shall be evidenced by a stock certificate titled in the name of Investor or its designee. The stock certificate shall bear a legend substantially in the form set forth in Section 5.1(b) hereof and, at the Company’s option, an additional legend indicating that such shares are subject to the contractual restrictions set forth in this Agreement.
Commitment Fee Shares. On the date that any of the Commitment Fee Shares first become Rule 144 Eligible, the Company shall cause all restrictive legends to be removed from the stock certificate(s) evidencing such Commitment Fee Shares, including without limitation causing the Company’s legal counsel to issue any necessary opinions to the Transfer Agent, and such Commitment Fee Shares shall be delivered to Investor or its designee as DWAC Shares on the date that such shares become Rule 144 Eligible.
