Common use of Irrevocable Transfer Agent Instructions Clause in Contracts

Irrevocable Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Transfer Agent to issue to the Purchasers (or in such nominee’s name(s) as designated by a Purchaser) book-entry notations representing the Shares set forth on Exhibit A (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Company’s Common Stock) (the “Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 6.1(k) (or instructions that are consistent therewith) will be given by the Company to the Transfer Agent in connection with this Agreement (other than those instructions contemplated in Section 5.9) and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the other Transaction Agreements, any registration statement filed under the Securities Act, and applicable Law. The Company acknowledges that a breach by it of its obligations under this Section 6.1(k) will cause irreparable harm to a Purchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.1(k) will be inadequate and agrees, in the event of a breach by the Company of the provisions of this Section 6.1(k), that a Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Irrevocable Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Transfer Agent to issue for the Common Stock in in a form reasonably acceptable to the Purchasers (or in such nominee’s name(s) as designated by a Purchaser) book-entry notations representing parties and the Shares set forth on Exhibit A (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Company’s Common Stock) Transfer Agent (the “Irrevocable Transfer Agent Instructions”), and any subsequent transfer agent, to issue certificates or credit shares to the applicable balance accounts at the DTC, registered in the name of each holder of Preferred Shares or such holder’s nominee(s), for the Conversion Shares in such amounts as specified from time to time by each such holder to the Company upon conversion of the Preferred Shares. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 6.1(k) (or 4.i and stop transfer instructions that are consistent therewith) to give effect to the provisions of Section 2.h will be given by the Company to the Transfer Agent in connection with this Agreement (other than those instructions contemplated in Section 5.9) its transfer agent and that the Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement, the other Transaction Agreements, any registration statement filed under the Securities Act, and applicable Law. The Company acknowledges that a breach by it of its obligations under this Section 6.1(k) hereunder will cause irreparable harm to a Purchaserthe holders of the Preferred Shares by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.1(k) 4.i will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.1(k)4.i, that a Purchaser the holders of the Preferred Shares shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Irrevocable Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Transfer Agent its transfer agent, and any subsequent transfer agent to issue to the Purchasers Investors (or in such nominee’s name(s) as designated by a Purchaseran Investor) book-entry notations representing the Shares set forth next to such Investor’s name on Exhibit A (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Company’s Common Stock) attached hereto (the “Irrevocable Transfer Agent Instructions”) and, upon exercise of the Warrants pursuant to their terms, the Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent to issue to the Investors (or in such nominee’s name(s) as designated by an Investor), book-entry notations representing the Warrant Shares (the “Warrant Share Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions and the Warrant Share Instructions referred to in this Section 6.1(k) 7.3 (or instructions that are consistent therewith) will be given by the Company to the Transfer Agent its transfer agent in connection with this Agreement (other than those instructions contemplated in Section 5.9) and that the Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the other Transaction Agreements, any registration statement filed under the Securities Act, Documents and applicable Lawlaw. The Company acknowledges that a breach by it of its obligations under this Section 6.1(k) 7.3 will cause irreparable harm to a Purchaseran Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.1(k) 7.3 will be inadequate and agrees, in the event of a breach by the Company of the provisions of this Section 6.1(k)7.3, that a Purchaser an Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Irrevocable Transfer Agent Instructions. The On the Applicable Closing Date, the Company shall issue irrevocable instructions to the its Transfer Agent Agent, and any subsequent transfer agent to issue to the Purchasers Investors (or in such nominee’s name(s) as designated by a Purchaseran Investor) book-entry notations representing the Shares set forth to be issued on Exhibit A (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Company’s Common Stock) Applicable Closing Date (the “Irrevocable Transfer Agent Instructions”) and, upon exercise of the Pre-Funded Warrants pursuant to their terms, the Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent to issue to the Investors (or in such nominee’s name(s) as designated by an Investor), book-entry notations representing the Pre-Funded Warrant Shares (the “Pre-Funded Warrant Share Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions and the Pre-Funded Warrant Share Instructions referred to in this Section 6.1(k) 8.3 (or instructions that are consistent therewith) will be given by the Company to the Transfer Agent its transfer agent in connection with this Agreement (other than those instructions contemplated in Section 5.9) and that the Shares and Pre-Funded Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the other Transaction Agreements, any registration statement filed under the Securities Act, Documents and applicable Lawlaw. The Company acknowledges that a breach by it of its obligations under this Section 6.1(k) 8.3 will cause irreparable harm to a Purchaseran Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.1(k) 8.3 will be inadequate and agrees, in the event of a breach by the Company of the provisions of this Section 6.1(k)8.3, that a Purchaser an Investor shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Irrevocable Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Transfer Agent its transfer agent, and any subsequent transfer agent to issue to the Purchasers (or in such nominee’s name(s) as designated by a Purchaser) book-entry notations representing the Shares shares of Class A Common Stock set forth next to such Purchaser’s name on Exhibit A (subject to appropriate adjustment in the event Schedule of any stock dividend, stock split, combination or other similar recapitalization with respect to the Company’s Common Stock) Purchasers (the “Irrevocable Transfer Agent Instructions”) and, upon exercise of the Pre-Funded Warrants pursuant to their terms, the Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent to issue to the Purchasers (or in such nominee’s name(s) as designated by a Purchaser), book-entry notations representing the Underlying Class A Common Stock (the “Warrant Share Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions and the Warrant Share Instructions referred to in this Section 6.1(k) 5.07 (or instructions that are consistent therewith) will be given by the Company to the Transfer Agent its transfer agent in connection with this Agreement (other than those instructions contemplated in Section 5.9) and that the Shares Underlying Class A Common Stock shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the other Transaction Agreements, any registration statement filed under the Securities Act, Documents and applicable Lawlaw. The Company acknowledges that a breach by it of its obligations under this Section 6.1(k) 5.07 will cause irreparable harm to a Purchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.1(k) 5.07 will be inadequate and agrees, in the event of a breach by the Company of the provisions of this Section 6.1(k)5.07, that a Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Irrevocable Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Transfer Agent Agent, and any subsequent transfer agent to issue to the Purchasers (or in such nominee’s name(s) as designated by a Purchaser) book-entry notations representing a number of Shares equal to the Shares amount set forth under “Subscription Amount Applicable to Shares” on Exhibit A (subject to appropriate adjustment such Purchaser’s signature page of this Agreement, divided by the Per Share Purchase Price, registered in the event name of any stock dividend, stock split, combination or other similar recapitalization with respect to the Company’s Common Stock) such Purchaser (the “Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 6.1(k) ‎4.11 (or instructions that are consistent therewith) will be given by the Company to the its Transfer Agent in connection with this Agreement (other than those instructions contemplated in Section 5.9) and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the other Transaction Agreements, any registration statement filed under the Securities Act, Documents and applicable Lawlaw. The Company acknowledges that a breach by it of its obligations under this Section 6.1(k) ‎4.11 will cause irreparable harm to a Purchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.1(k) ‎4.11 will be inadequate and agrees, in the event of a breach by the Company of the provisions of this Section 6.1(k)‎4.11, that a Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Irrevocable Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Transfer Agent Agent, and any subsequent transfer agent to issue to the Purchasers (or in such nominee’s name(s) as designated by a Purchaser) book-entry notations representing a number of Shares equal to the Shares amount set forth under “Subscription Amount Applicable to Shares” on Exhibit A (subject to appropriate adjustment such Purchaser’s signature page of this Agreement, divided by the Share Unit Purchase Price, registered in the event name of any stock dividend, stock split, combination or other similar recapitalization with respect to such Purchaser and the Company’s Common Stock) Warrant Shares once the Warrants are exercised (the “Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 6.1(k) ‎4.11 (or instructions that are consistent therewith) will be given by the Company to the its Transfer Agent in connection with this Agreement (other than those instructions contemplated in Section 5.9) and that the Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, Agreement and the other Transaction Agreements, any registration statement filed under the Securities Act, Documents and applicable Lawlaw. The Company acknowledges that a breach by it of its obligations under this Section 6.1(k) ‎4.11 will cause irreparable harm to a Purchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.1(k) ‎4.11 will be inadequate and agrees, in the event of a breach by the Company of the provisions of this Section 6.1(k)‎4.11, that a Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

Irrevocable Transfer Agent Instructions. The Promptly following the Closing, the Company shall issue irrevocable instructions to the Transfer Agent to issue to the Purchasers (or in such nominee’s name(s) as designated by a Purchaser) book-entry notations representing the Shares set forth on Exhibit A (subject to appropriate adjustment its transfer agent in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Company’s Common Stock) form attached hereto as Appendix III (the “Irrevocable Transfer Agent Instructions”), and any subsequent transfer agent, to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of each Purchaser or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by each Purchaser to the Company upon conversion of the Shares. Promptly following the effectiveness of the Registration Statement, the Company shall cause its transfer agent to receive a completed copy of the letter set forth as Exhibit II to such Appendix III. Prior to registration of the Conversion Shares under the Securities Act, all such certificates shall bear the restrictive legend specified in Section 5.7. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 6.1(k) (or 7.7 and stop transfer instructions that are consistent therewith) to give effect to Section 5.8 will be given by the Company to the Transfer Agent in connection with this Agreement (other than those instructions contemplated in Section 5.9) its transfer agent and that the Shares and the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the other Transaction Agreementseffect that a public sale, any assignment or transfer of the Shares or the Conversion Shares may be made without registration statement filed under the Securities ActAct or the Purchaser provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and applicable Lawin such denominations as specified by such Purchaser and without any restrictive legend. The Company acknowledges that a breach by it of its obligations under this Section 6.1(k) hereunder will cause irreparable harm to a Purchaserthe Purchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.1(k) 7.7 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 6.1(k)7.7, that a Purchaser the Purchasers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.