Common use of Company's Instructions to Transfer Agent Clause in Contracts

Company's Instructions to Transfer Agent. On or prior to the Closing ------------------------------------------ Date, the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the "Transfer Agent"), and provide each -------------- Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Warrant Shares upon exercise of the Warrants, in the name and amount specified by such Investor and (ii) to deliver such certificates to such Investor no later than the close of business on the third (3rd) Business Day following the related Exercise Date (as defined in the Series A Warrants or Series B Warrants, as the case may be). Warrant Shares shall not contain any restrictive legend except as may be required by the terms of this Agreement. The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor upon exercise of a Warrant, and as long as (x) the Transfer Agent is a participant in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, (y) --- such Investor has not informed the Company that it wishes to receive physical certificates therefor, and (z) no legend is required to appear on any physical certificate when issued, the transfer agent may effect delivery of Warrant Shares by crediting the account of such Investor or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor's right to exercise a Warrant or to receive Warrant Shares upon such exercise. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by the Company and receives the instructions described above.

Company's Instructions to Transfer Agent. On or prior to the Initial Closing ------------------------------------------ Date, the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the "Transfer Agent"), and provide each -------------- Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Warrant Shares upon the exercise of the Warrants, in the name and amount specified by such Investor Warrants and (ii) to deliver such certificates to such Investor no later than the close of business on the third (3rd) Business Day business day following the related Exercise Date (as defined in the Series A Warrants or Series B WarrantsWarrant), as the case may be). Warrant Shares shall not contain any restrictive legend except as Such certificates may be required by the terms bear legends pursuant to applicable provisions of this AgreementAgreement or applicable law. The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor upon exercise of a Warrantthe Warrants, and as long as (x) the Transfer Agent is a participant in the Depository Trust Company ("DTC") DTC Fast Automated Securities Transfer program, (y) --- and such Investor has not informed the Company that it wishes to receive physical certificates therefor, and (z) no restrictive legend is required to appear on any physical certificate when if issued, the transfer agent may effect delivery of the Warrant Shares by crediting the account of such Investor or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor's ’s right to exercise a the Warrant or to receive the Warrant Shares upon such exerciseexercise of the Warrant. In the event that the Company's ’s relationship with the Transfer Agent should be terminated for any reason, the Company shall use its best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by the Company and receives the instructions described above.

Company's Instructions to Transfer Agent. On or prior to the -------------------------------------------- Closing ------------------------------------------ Date, the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the "Transfer Agent"), -------------- and provide each -------------- Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Conversion Shares upon conversion of the Preferred Stock and receipt of a valid Conversion Notice (as defined in the Certificate of Designation) from an Investor, in the amount specified in such Conversion Notice, in the name of such Investor or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants, in the name and amount specified by such Investor Warrants and (iiiii) to deliver such certificates to such Investor no later than the close of business on the third (3rd) Business Day following the related Conversion Date (as defined in the Certificate of Designation) or Exercise Date (as defined in the Series A Warrants or Series B Warrants), as the case may be). Warrant Shares shall not contain any restrictive legend except as Such certificates may be required by the terms bear legends pursuant to applicable provisions of this AgreementAgreement or applicable law. The As long as the Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor upon conversion of the Preferred Stock, or exercise of a Warrantthe Warrants, and as long as (x) the Transfer Agent is a participant in the Depository Trust Company ("DTC") Fast Automated --- Securities Transfer program, (y) --- and such Investor has not informed the Company that it wishes to receive physical certificates therefor, and (z) no legend is required to appear on any physical certificate when if issued, the transfer agent may effect delivery of Conversion Shares or Warrant Shares Shares, as the case may be, by crediting the account of such Investor or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor's right to convert the Preferred Stock or to receive Conversion Shares in accordance with the terms of the Certificate of Designation or to exercise a the Warrant or to receive Warrant Shares upon such exerciseexercise of the Warrants. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by the Company and receives the instructions described above.

Company's Instructions to Transfer Agent. On or prior to the Closing ------------------------------------------ Date, the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the "Transfer Agent"), and provide each -------------- Investor Purchaser with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Conversion Shares upon conversion of the Debentures and receipt of a valid Conversion Notice (as defined in the Debentures) from a Purchaser, in the amount specified in such Conversion Notice, in the name of such Purchaser or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants, in the name and amount specified by such Investor Warrants and (iiiii) to deliver such certificates to such Investor Purchaser no later than the close of business on the third (3rd) Business Day business day following the related Conversion Date (as defined in the Debentures) or Exercise Date (as defined in the Series A Warrants or Series B Warrants), as the case may be). Warrant Shares shall not contain any restrictive legend except as Such certificates may be required by the terms bear legends pursuant to applicable provisions of this AgreementAgreement or applicable law. The As long as the Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor a Purchaser upon conversion of the Debentures, or exercise of a Warrantthe Warrants, and as long as (x) the Transfer Agent is a participant in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, (y) --- and such Investor Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and (z) no legend is required to appear on any physical certificate when if issued, the transfer agent may effect delivery of Conversion Shares or Warrant Shares Shares, as the case may be, by crediting the account of such Investor Purchaser or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such InvestorPurchaser's right to convert the Debentures or to receive Conversion Shares in accordance with the terms of the Debentures or to exercise a the Warrant or to receive Warrant Shares upon such exerciseexercise of the Warrants. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by the Company and receives the instructions described above.

Company's Instructions to Transfer Agent. On or prior to the Closing ------------------------------------------ Date, the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the "Transfer AgentTRANSFER AGENT"), and provide each -------------- Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Conversion Shares upon conversion of the Preferred Shares and receipt of a valid Conversion Notice (as defined in the Articles of Amendment) from an Investor, in the amount specified in such Conversion Notice, in the name of such Investor or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants, in the name and amount specified by such Investor Warrants and (iiiii) to deliver such certificates to such Investor no later than the close of business on the third (3rd) Business Day business day following the related Conversion Date (as defined in the Articles of Amendment) or Exercise Date (as defined in the Series A Warrants or Series B Warrants), as the case may be), in each except to the extent any such shares are subject to a Dispute Procedure as such term is defined in the Articles of Amendment or Warrants as the case may be. Warrant Shares Such certificates shall not contain any restrictive legend except bear only such legends as may be are required by the terms of this Agreementpursuant to Section 2.5 hereof or applicable law. The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor upon conversion of the Preferred Shares, or exercise of a Warrantthe Warrants, and as long as (x) the Transfer Agent is a participant in the Depository Trust Company ("DTC") Fast Automated Securities Transfer programprogram ("FAST"), (y) --- and such Investor has not informed the Company that it wishes to receive physical certificates therefor, and (z) no restrictive legend is required to appear on any physical certificate when if issued, the transfer agent may effect delivery of Conversion Shares or Warrant Shares Shares, as the case may be, by crediting the account of such Investor or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor's right to convert the Preferred Shares or to receive Conversion Shares in accordance with the terms of the Articles of Amendment or to exercise a the Warrant or to receive Warrant Shares upon such exerciseexercise of the Warrants. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by the Company and receives the instructions described above.

Company's Instructions to Transfer Agent. On or prior to the Closing ------------------------------------------ Date, the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the "Transfer AgentTRANSFER AGENT"), and provide each -------------- Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Warrant Shares upon exercise of the Warrants, in the name and amount specified by such Investor and (ii) to deliver such certificates to such Investor no later than the close of business on the third (3rd) Business Day following the related Exercise Date (as defined in the Series A C Warrants or Series B D Warrants, as the case may be). Warrant Shares shall not contain any restrictive legend except as may be required by the terms of this Agreement. The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor upon exercise of a Warrant, and as long as (x) the Transfer Agent is a participant in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, (y) --- such Investor has not informed the Company that it wishes to receive physical certificates therefor, and (z) no legend is required to appear on any physical certificate when issued, the transfer agent may effect delivery of Warrant Shares by crediting the account of such Investor or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor's right to exercise a Warrant or to receive Warrant Shares upon such exercise. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company shall use its best efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by the Company and receives the instructions described above.

Company's Instructions to Transfer Agent. On or prior to the applicable Closing ------------------------------------------ Date, the Company shall execute and deliver irrevocable written instructions to the transfer agent for its Common Stock (the "“Transfer Agent"”), and provide each -------------- Investor with a copy thereof, directing the Transfer Agent (i) to issue certificates representing Warrant Conversion Shares upon exercise conversion of the WarrantsNotes and receipt of a valid Conversion Notice (as defined in the Notes) from an Investor, in the amount specified in such Conversion Notice, in the name and amount specified by of such Investor or its nominee, and (ii) to deliver such certificates to such Investor no later than the close of business on the third (3rd) Business Trading Day following the related Exercise Conversion Date (as defined in the Series A Warrants or Series B Warrants, as the case may beNotes). Warrant Shares shall not contain any restrictive legend except as Such certificates may be required by the terms bear legends pursuant to applicable provisions of this AgreementAgreement or applicable law. The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor upon exercise conversion of a Warrantthe Notes, and as long as (x) the Transfer Agent is a participant in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer program, (y) --- and such Investor has not informed the Company that it wishes to receive physical certificates therefor, and (z) no restrictive legend is required to appear on any physical certificate when if issued, the transfer agent may effect delivery of Warrant Conversion Shares by crediting the account of such Investor or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict such Investor's ’s right to exercise a Warrant convert the Notes or to receive Warrant Conversion Shares upon such exercisein accordance with the terms of the Notes. In the event that the Company's ’s relationship with the Transfer Agent should be terminated for any reason, the Company shall use its best commercially reasonable efforts to cause the Transfer Agent to continue acting as transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by the Company and receives the instructions described above.