Common use of Company’s Obligations Upon Closing Clause in Contracts

Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, and provided that the Company’s transfer agent then is participating in the DTC Fast Automated Securities Transfer (FAST) program, upon request of the Investor and the ability of the Investor’s prime broker, the Company shall cause the Company’s transfer agent to electronically transmit all shares of Common Stock issuable in accordance with Sections 2.2,2.3 and 12.4 by crediting the account of the Investor's prime broker with DTC through its DWAC system, and provide proof satisfactory to the Investor of such delivery, all of which shares of Common Stock shall be freely tradable and transferable and without restriction on resale pursuant to the Registration Statement (and no stop-transfer order shall be placed against transfer thereof), and the Company shall not take any action or give any instructions to any transfer agent of the Company otherwise. All physical certificates representing the Common Stock issuable in accordance with Sections 2.2, 2.3, and 12.4, if applicable, shall be free of restrictive legends, and all of such shares of Common Stock shall be freely tradable and transferable and without restriction on resale pursuant to the Registration Statement (and no stop-transfer order shall be placed against transfer thereof), and the Company shall not take any action or give any instructions to any transfer agent of the Company otherwise.

Appears in 2 contracts

Samples: Drawdown Equity Financing Agreement, Drawdown Equity Financing Agreement (StrikeForce Technologies Inc.)

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Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, and provided that the Company’s transfer agent then is participating in the DTC Fast Automated Securities Transfer (FAST) program, upon request of the Investor and the ability of the Investor’s prime broker, the Company shall cause the Company’s transfer agent to electronically transmit all shares of Common Stock issuable in accordance with Sections 2.2,2.3 and 12.4 by crediting the account of the Investor's prime broker with DTC through its DWAC system, and provide proof satisfactory to the Investor of such delivery, all of which shares of Common Stock shall be freely tradable and transferable and without restriction on resale pursuant to the Registration Statement (and no stop-transfer order shall be placed against transfer thereof), and the Company shall not take any action or give any instructions to any transfer agent of the Company otherwise. All physical certificates representing the Common Stock issuable in accordance with Sections 2.2, 2.3, and 12.4, if applicable, shall be free of restrictive legends, and all of such shares of Common Stock shall be freely tradable and transferable and without restriction on resale pursuant to the Registration Statement (and no stop-transfer order shall be placed against transfer thereof), and the Company shall not take any action or give any instructions to any transfer agent of the Company otherwise.

Appears in 2 contracts

Samples: Drawdown Equity Financing Agreement (Aqualiv Technologies, Inc.), Drawdown Equity Financing Agreement (Aqualiv Technologies, Inc.)

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Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, and provided that the Company’s transfer agent then is participating in the DTC Fast Automated Securities Transfer (FAST) program, upon request of the Investor and the ability of the Investor’s prime broker, the Company shall cause the Company’s transfer agent to electronically transmit all shares of Common Stock issuable in accordance with Sections 2.2,2.3 and 12.4 this Section 2.3 by crediting the account of the Investor's prime broker with DTC through its DWAC system, and provide proof satisfactory to the Investor of such delivery, all of which shares of Common Stock shall be freely tradable and transferable and without restriction on resale pursuant to the Registration Statement (and no stop-transfer order shall be placed against transfer thereof), and the Company shall not take any action or give any instructions to any transfer agent of the Company otherwise. All physical certificates representing the Common Stock issuable in accordance with Sections 2.2, 2.3, and 12.4, if applicable, this Section 2.3 shall be free of restrictive legends, and all of such shares of Common Stock shall be freely tradable and transferable and without restriction on resale pursuant to the Registration Statement (and no stop-transfer order shall be placed against transfer thereof), and the Company shall not take any action or give any instructions to any transfer agent of the Company otherwise.

Appears in 1 contract

Samples: Drawdown Equity Financing Agreement (Exergetic Energy, Inc.)

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