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;”
(b) The Parties agree to amend Section 4(o) of the SPA by deleting clause (ii) thereof in its entirety.
(c) The Company shall deliver 12,500,000 shares of its common stock (the “Additional Shares”) on the Effective Date. As of the Effective Date, AJB shall be deemed for all purposes to become the holder of record of the Additional Shares, irrespective of the date such shares are credited to the Holder’s or its designee’s balance account.
(d) The Parties agree to amend Section 4(d) by deleting it in its entirety.
(e) The Parties agree to amend Section 1.2 of the Note by deleting the second paragraph in its entirety that relates to 3(a)9 conversions.
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.
(ii) If the Commitment Fee is paid in cash when due, the certificate for the Commitment Fee Shares issued pursuant to Section 2.2(b)(i) shall be returned to the Company by its legal counsel and cancelled.
(iii) If for any reason whatsoever the Commitment Fee or any part thereof is not paid when due as set forth in the definition of “Commitment Fee” in ARTICLE 1 hereof, then the certificate evidencing the Commitment Fee Shares issued to Investor pursuant to Section 2.2(b)(i) shall be delivered to Investor in payment of the unpaid portion of the Commitment Fee. If necessary to make the aggregate number of shares delivered equal to the total Commitment Fee payable divided by the then-applicable Commitment Share Price, on the date the Commitment Fee is first payable, the Company shall deliver to Investor either (A) if more Commitment Fee Shares are required, DWAC Shares (or, if the Company is not then DWAC eligible, a second legend-free certificate) for the balance of the required shares, or (B) if less Commitment Fee Shares are required, DWAC Shares (or, if the Company is not then DWAC eligible, a legend-free replacement certificate) for the total required number of shares and, in such case, the original certificate shall be returned to the Company for cancellation.
(iv) Unless the Company has a valid and effective Registration Statement permitting the lawful resale of all previously issued and issuable Commitment Fee Shares and all required Commitment Fee Shares have been previously delivered to Investor pursuant to clause (iii) above, then on the date that any of the Commitment Fee Shares first become Rule 144 Eligi...
Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Three Hundred Thousand and No/100 United States Dollars (US$300,000.00) (the "Commitment Fee") by issuing to Buyer that number of shares of the Company's Common Stock equal to such amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 1,000,000 (the "Commitment Fee Shares"). The Company shall instruct its transfer agent (the "Transfer Agent") to issue one (1) certificate or book entry statement, representing the Commitment Fee Shares issuable to the Buyer immediately upon the Company's execution of this Agreement, and shall cause its Transfer Agent to deliver such certificate or book entry statement to Buyer within five (5) Business Days from the Effective Date. 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 certificate representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer within said five (5) Business Day period, 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. The Company hereby covenants and agrees that it shall issue to the Purchaser on the date hereof three hundred thousand (300,000) shares of the Company's Common Stock (the “New Commitment Fee Shares”) as a commitment fee and additional compensation to the Purchaser for entering into the Debt Exchange, which fee shall be fully earned on the date hereof and non-refundable. Such shares shall be issued in the name of the Purchaser on the date hereof and the related share certificate shall be delivered to the Purchaser not later than five (5) days after the date hereof. The New 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 300,000 shares of Common Stock of the Company (the “Shares”). Such Share certificate shall contain any restrictive legend comparable to the legend in Section 6.31(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. 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. (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. (b)Intentionally Omitted
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. 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. The Company shall pay to Investor, as a commitment fee, Three Hundred Thousand and 00/100 United States Dollars (US$300,000.00) (the “Commitment Fee”) by issuing to Investor 300,000 shares of the Company’s common stock at a price per share of $1.00 (the “Commitment Fee Shares”) and in addition, upon closing. The Company shall instruct its transfer agent (the “Transfer Agent”) to issue a certificate or book entry statement representing the Commitment Fee Shares issuable to the Investor immediately upon the Company’s execution of this Agreement and shall cause its Transfer Agent to deliver such certificates or book entry statements to Investor. The Investor 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 Investor, in whole or in part, upon 61 days’ prior written notice. 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. The Company shall issue to each Buyer, or its designee, the number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock set forth across from such Buyer’s name on the Schedule of Buyers attached as Schedule I hereto (the “Commitment Fee Shares”) on the Closing Date, by transfer of such shares to an account designated by the applicable Buyer, and will provide each Buyer one or more book-entry statement(s) representing such shares in the name of such Buyer or its designee. The Commitment Fee Shares shall constitute Registrable Securities (as defined in the Registration Rights Agreement). The Company shall pay to YA Global II SPV, LLC, an affiliate of YA II PN, Ltd. (“Yorkville”), a one-time legal fee in the amount of up to $25,000 to cover the outside legal costs incurred by Yorkville, which shall be paid as a deduction from the gross proceeds of the Closing.
