Common use of Conditions to Commencement Clause in Contracts

Conditions to Commencement. On the Commencement Date, the Company shall deliver irrevocable instructions to its Transfer Agent to electronically transfer the Commitment Shares to the Investor or its designee(s) as DWAC Shares, not later than 4:00 p.m. (New York time) on the Trading Day immediately following the Commencement Date, which Commitment Shares shall be issued pursuant to the Registration Statement and shall not contain any restrictive legends placed thereon by the Transfer Agent. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Commencement Date, regardless of whether any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. On or prior to the Commencement Date, the Company shall deliver to the Investor (a) the opinion and negative assurance letter of outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the parties hereto, (b) a certificate from the Company, dated the Commencement Date, in the form of Exhibit C hereto, and (c) a copy of the irrevocable instructions to the Transfer Agent regarding the Commitment Shares. On or prior to the Commencement Date, the Company shall have paid by wire transfer of immediately available funds to an account designated by the Investor, the Investor Expense Reimbursement in accordance with Section 9.1, all of which Investor Expense Reimbursement shall be fully earned and non-refundable as of the Commencement Date, regardless of whether any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. On the Commencement Date, the Investor shall obtain from its own counsel such opinions and negative assurance letters as are customarily delivered to an underwriter in a registered securities offering, and in the forms mutually agreed to by such counsel and the Investor, unless waived by the Investor.

Conditions to Commencement. On the Commencement Date, the Company shall deliver irrevocable instructions to its Transfer Agent to electronically transfer the Commitment Shares to the Investor or its designee(s) as DWAC Shares, not later than 4:00 p.m. (New York time) on the Trading Day immediately following the Commencement Date, which Commitment Shares shall be issued pursuant to the Registration Statement and shall not contain without any restrictive legends placed thereon by the Transfer Agentrestriction on resale. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Commencement Date, regardless of whether any Fixed Purchases, any VWAP Purchases or any Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. On or prior to Simultaneously with the execution and delivery of this Agreement, on the Commencement Date, the Company shall deliver to the Investor (a) the opinion opinions and negative assurance letter assurances of outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the parties hereto, (b) a certificate from the Company, dated the Commencement Date, in the form of Exhibit C F hereto, and (c) a copy of the irrevocable instructions to the Transfer Agent regarding the Commitment Shares. On or prior to the Commencement Date, the Company shall have paid by wire transfer of immediately available funds to an account designated by the Investor, the Investor Expense Reimbursement in accordance with Section 9.1, all of which Investor Expense Reimbursement shall be fully earned and non-refundable as of the Commencement Date, regardless of whether any Fixed Purchases, any VWAP Purchases or any Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. On the Commencement Date, the Investor shall obtain from its own counsel such opinions and negative assurance letters as are customarily delivered to an underwriter in a registered securities offering, and in the forms mutually agreed to by such counsel and the Investor, unless waived by the Investor.

Conditions to Commencement. On the Commencement Date, the Company shall deliver irrevocable instructions to its Transfer Agent to electronically transfer the Commitment Shares to the Investor or its designee(s) as DWAC Shares, not later than 4:00 p.m. (New York time) on the Trading Day immediately following the Commencement Date, which Commitment Shares shall be issued pursuant to the Registration Statement and shall not contain any restrictive legends placed thereon by the Transfer Agent. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Commencement Date, regardless of whether any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. On or prior to the Commencement Date, the Company shall deliver to the Investor (a) the opinion and negative assurance letter of outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the parties hereto, (b) a certificate from the Company, dated the Commencement Date, in the form of Exhibit C hereto, and (c) a copy of the irrevocable instructions to the Transfer Agent regarding the Commitment Shares. On or prior to the Commencement Date, the Company shall have paid by wire transfer of immediately available funds to an account designated by the InvestorInvestor on or prior to the date hereof, the Investor Expense Reimbursement in accordance with the proviso to the first sentence of Section 9.19.1 of this Agreement, all of which Investor Expense Reimbursement shall be fully earned and non-refundable as of the Commencement Date, regardless of whether the Initial Purchase or any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. On the Commencement Date, the Company shall deliver irrevocable instructions to its transfer agent to electronically issue to the Investor or its designee(s) the Commitment Shares as DWAC Shares, such that they are credited to the Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Commencement Date, all of which Commitment Shares shall obtain be issued pursuant to the Registration Statement and the Prospectus and shall be freely tradable and transferable and without restriction on resale and without any stop transfer instructions maintained against the transfer thereof, pursuant to and in accordance with Section 2.6. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Commencement Date, regardless of whether the Initial Purchase or any VWAP Purchases are effected hereunder and regardless of any subsequent termination of this Agreement. Simultaneously with the execution and delivery of this Agreement, on the Commencement Date, the Company shall deliver to the Investor: (a) a certificate from the Company, dated the Commencement Date, in the form of Exhibit C hereto; (b) a copy of the irrevocable instructions to the transfer agent regarding the issuance of the Commitment Shares to the Investor or its own counsel such designee(s) as DWAC Shares pursuant to and in accordance with Section 2.6; (c) the opinions and negative assurance letters as are customarily delivered assurances of outside counsel to an underwriter in a registered securities offeringthe Company, and dated the Commencement Date, in the forms mutually agreed to by such counsel the parties hereto; and (d) a customary “comfort letter” provided by the Auditor or a successor independent registered public accounting firm for the Company (as applicable), dated the Commencement Date and addressed to the Investor, in substantially the form, scope and substance mutually agreed to by the Company and the Investor, unless waived (i) confirming that the Auditor are independent public accountants with respect to the Company within the meaning of the Securities Act and the PCAOB, and (ii) stating the conclusions and findings of such firm with respect to the audited and unaudited financial statements and certain financial information contained or incorporated by reference in the InvestorRegistration Statement and the Prospectus (as supplemented by any Prospectus Supplement filed with the Commission on or prior to the Commencement Date), and certain other matters customarily covered by auditor “comfort letters,” except that the specific date referred to therein for the carrying out of procedures shall be no more than three (3) Trading Days prior to the Commencement Date (the “Initial Comfort Letter”).

Conditions to Commencement. On the Commencement Date, the Company shall deliver irrevocable instructions to its Transfer Agent transfer agent to electronically transfer the Initial Commitment Shares to the Investor or its designee(s) as DWAC Shares, not later than 4:00 p.m. (New York time) on the Trading Day immediately following the Commencement Date, which Initial Commitment Shares shall be issued pursuant to the Registration Statement and shall not contain without any restrictive legends placed thereon by the Transfer Agentrestriction on resale. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the Commencement Date, regardless of whether any VWAP Purchases or Alternative VWAP Purchases are made or settled effected hereunder or any subsequent termination of this Agreement. On or prior to Simultaneously with the execution and delivery of this Agreement, on the Commencement Date, the Company shall deliver to the Investor (a) the opinion opinions and negative assurance letter assurances of outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the parties hereto, (b) a certificate from the Company, dated the Commencement Date, in the form of Exhibit C E hereto, and (c) a copy of the irrevocable instructions to the Transfer Agent transfer agent regarding the Initial Commitment Shares. On or prior to the Commencement Date, the Company shall have paid by wire transfer of immediately available funds to an account designated by the Investor’s counsel, the Investor Expense Reimbursement fees and expenses of the Investor’s counsel in accordance with the proviso to the first sentence of Section 9.1, all of which Investor Expense Reimbursement shall be fully earned and non-refundable as of the Commencement Date, regardless of whether any VWAP Purchases are made or settled hereunder or any subsequent termination 9.1 of this Agreement. On the Commencement Date, the Investor shall obtain from its own counsel such opinions and negative assurance letters as are customarily delivered to an underwriter in a registered securities offering, and in the forms mutually agreed to by such counsel and the Investor, unless waived by the Investor.