Common use of Irrevocable Instructions Clause in Contracts

Irrevocable Instructions. Notwithstanding the obligation of the Company to deliver shares of common stock to the Escrow Agent pursuant to Section 1.01(a)(ii) of the Escrow Agreement, upon receipt of a Notice of Conversion or Notice of Exercise, as applicable, the Company shall, within forth eight (48) business hours, issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Escrow Agent, for the Conversion Shares or Warrant Shares, as applicable, in such amounts as specified from time to time by each Purchaser to the Company upon proper conversion of the Convertible Notes or exercise of the Warrants. Upon conversion of any Convertible Notes in accordance with their terms and/or exercise of any Warrants in accordance with their terms, the Company will, and will use its best lawful efforts to cause its transfer agent to, issue one or more certificates representing shares of Common Stock in such name or names and in such denominations specified by a Purchaser in a Notice of Conversion or Notice of Exercise, as the case may be. As long as the Registration Statement contemplated by the Registration Rights Agreement shall remain effective, the shares of Common Stock issuable upon conversion of any Convertible Notes or exercise of any Warrants shall be issued to any transferee of such shares from a Purchaser without any restrictive legend. The Company further warrants and agrees that no instructions other than these instructions have been or will be given to its transfer agent. Nothing in this Section 7.10 shall affect in any way a Purchaser's obligation to comply with all securities laws applicable to such Purchaser upon resale of such shares of Common Stock, including any prospectus delivery requirements.

Appears in 1 contract

Samples: Securities Purchase Agreement (E Rex Inc)

AutoNDA by SimpleDocs

Irrevocable Instructions. Notwithstanding the obligation of the Company to deliver shares of common stock to the Escrow Agent pursuant to Section 1.01(a)(ii) of the Escrow Agreement, upon Upon receipt of a Notice of Conversion or Notice of Exercise, as applicable, the Company shall, within forth eight (48) business hours, shall immediately issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Escrow Agenteach Purchaser or its nominee, for the Conversion Warrant Shares or Warrant Shares, as applicable, in such amounts as specified from time to time by each Purchaser to the Company upon proper conversion of the Convertible Notes or exercise of the Warrants. Upon conversion of any Convertible Notes in accordance with their terms and/or exercise of any Warrants in accordance with their terms, the Company will, and will use its best lawful efforts to cause its transfer agent to, issue one or more certificates representing shares of Common Stock in such name or names and in such denominations specified by a Purchaser in a Notice of Conversion or Notice of Exercise, as the case may be. As long as the Registration Statement contemplated by the Registration Rights Agreement shall remain effective, the shares of Common Stock issuable upon conversion of any Convertible Notes or exercise of any Warrants shall be issued to any transferee of such shares from a Purchaser Purchaser, including transferee’s of such shares pursuant to an effective registration statement, without any restrictive legend. The Company further warrants and agrees that no instructions other than these instructions have been or will be given to its transfer agent. Nothing in this Section 7.10 7.11 shall affect in any way a Purchaser's ’s obligation to comply with all securities laws applicable to such Purchaser upon resale of such shares of Common Stock, including any prospectus delivery requirements.

Appears in 1 contract

Samples: Securities Purchase Agreement (American International Petroleum Corp /Nv/)

Irrevocable Instructions. Notwithstanding the obligation of the Company to deliver shares of common stock to the Escrow Agent pursuant to Section 1.01(a)(ii) of the Escrow Agreement, upon Upon receipt of a Notice of Conversion (in the form annexed hereto as Exhibit E) or Notice of ExerciseExercise (in the form annexed as Exhibit A to the Warrant), as applicable, the Company shallshall in accordance with the Certificate of Secretary and Warrant, within forth eight (48) business hours, immediately issue irrevocable instructions to its transfer agent to issue Common Stock certificates, registered in the name of the Escrow Agenteach Subscriber or its nominee, for the Conversion Shares or Warrant Shares, as applicable, in such amounts as specified from time to time by each Purchaser Subscriber to the Company upon proper conversion of the Convertible Notes or Preferred Stock and/or exercise of the Warrants. Upon conversion of any Convertible Notes share of Preferred Stock in accordance with their terms and/or exercise of any Warrants in accordance with their terms, the Company will, and will use its best lawful efforts to cause its transfer agent to, to issue one or more certificates representing shares of Common Stock in such name or names and in such denominations specified by a Purchaser Subscriber in a Notice of Conversion or and/or Notice of Exercise, as the case may be. As long as the Registration Statement contemplated by the Registration Rights Agreement shall remain effectiveeffective with the SEC and in the applicable states, the shares of Common Stock issuable upon conversion of any Convertible Notes Preferred Stock or exercise of any Warrants shall be issued to any transferee of such shares from a Purchaser Subscriber without any restrictive legend. The Company further warrants and agrees that no instructions other than these instructions have been or will be given to its transfer agent. Nothing in this Section 7.10 shall affect in any way a PurchaserSubscriber's obligation to comply with all securities laws applicable to such Purchaser Subscriber upon resale of such shares of Common Stock, including any prospectus delivery requirements.

Appears in 1 contract

Samples: Subscription Agreement (Sgi International)

Irrevocable Instructions. Notwithstanding the obligation of the Company to deliver shares of common stock to the Escrow Agent pursuant to Section 1.01(a)(ii) of the Escrow Agreement, upon Upon receipt of a Notice of Conversion or Notice of Exercise, as applicable, the Company shall, within forth eight (48) business hours, shall immediately issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Escrow Agenteach Purchaser or its nominee, for the Conversion Warrant Shares or Warrant Shares, as applicable, in such amounts as specified from time to time by each Purchaser to the Company upon proper conversion of the Convertible Notes or exercise of the Warrants. Upon conversion of any Convertible Notes in accordance with their terms and/or exercise of any Warrants in accordance with their terms, the Company will, and will use its best lawful efforts to cause its transfer agent to, issue one or more certificates representing shares of Common Stock in such name or names and in such denominations specified by a Purchaser in a Notice of Conversion or Notice of Exercise, as the case may be. As long as the Registration Statement contemplated by the Registration Rights Agreement shall remain effective, the shares of Common Stock issuable upon conversion of any Convertible Notes or exercise of any Warrants shall be issued to any transferee of such shares from a Purchaser Purchaser, including transferee's of such shares pursuant to an effective registration statement, without any restrictive legend. The Company further warrants and agrees that no instructions other than these instructions have been or will be given to its transfer agent. Nothing in this Section 7.10 7.11 shall affect in any way a Purchaser's obligation to comply with all securities laws applicable to such Purchaser upon resale of such shares of Common Stock, including any prospectus delivery requirements.

Appears in 1 contract

Samples: Securities Purchase Agreement (Avitar Inc /De/)

AutoNDA by SimpleDocs

Irrevocable Instructions. Notwithstanding the obligation of the Company to deliver shares of common stock to the Escrow Agent pursuant to Section 1.01(a)(ii) of the Escrow Agreement, upon Upon receipt of a Notice of Conversion or Notice of Exercise, as applicable, the Company shall, within forth eight (48) business hours, shall immediately issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Escrow Agenteach Noteholder or any Holder or their respective nominees, transferees and assignees, for the Conversion Shares or Warrant Shares, as applicable, in such amounts as specified from time to time by each Purchaser Noteholder or Holder to the Company upon proper conversion of the Convertible Notes or exercise of the WarrantsNotes. Upon conversion of any Convertible Notes in accordance with their terms and/or exercise of any Warrants in accordance with their terms, the Company will, and will use its best lawful efforts to cause its transfer agent to, issue one or more certificates representing shares of Common Stock in such name or names and in such denominations specified by a Purchaser Noteholder or Holder in a Notice of Conversion or Notice of Exercise, as the case may beConversion. As long as the Registration Statement contemplated by the Registration Rights Agreement shall remain effective, the The shares of Common Stock issuable upon conversion of any Convertible Notes or exercise of any Warrants shall be issued to the Noteholder, any Holder, any nominee, assignee, transferee of such shares from a Purchaser Noteholder or Holder without any restriction or restrictive legendlegend or any nature whatsoever. The Company further warrants and agrees that no instructions other than these instructions have been or will be given to its transfer agent. Nothing in this Section 7.10 8.9 shall affect in any way a Purchaserthe Noteholder's or any Holder's obligation to comply with all securities laws applicable to such Purchaser the Noteholder or Holder upon resale of such shares of Common Stock, including any prospectus delivery requirements.

Appears in 1 contract

Samples: Note Reformation Agreement (Comprehensive Medical Diagnostics Group Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!