Common use of Irrevocable Transfer Agent Instructions Clause in Contracts

Irrevocable Transfer Agent Instructions. Following completion of the Lock-Up Period, the Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, in substantially the form of Schedule C attached hereto (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 3.7.1 (or instructions that are consistent therewith) and instructions related to the lock-up agreement contained herein will be given by the Company to its transfer agent in connection with this Agreement, and that the Ordinary Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other transaction documents and applicable law. The Company acknowledges that a breach by it of its obligations under this Section 3.7.1 will cause irreparable harm to a Holder. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 3.7.1 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.7.1, that a Holder 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.

Appears in 2 contracts

Samples: Registration Rights Agreement (Otonomo Technologies Ltd.), Registration Rights Agreement (Software Acquisition Group Inc. II)

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Irrevocable Transfer Agent Instructions. Following completion of the Lock-Up Period, the The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, in substantially the form of Schedule C Exhibit E, as applicable, attached hereto (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 3.7.1 4.1(d) (or instructions that are consistent therewith) and instructions related to the lock-up agreement contained herein will be given by the Company to its transfer agent the Transfer Agent in connection with this AgreementAgreement (other than those instructions contemplated in Section 2.2(a)(vi)), and that the Ordinary 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 other transaction documents Transaction Documents and applicable law. The Company acknowledges that a breach by it of its obligations under this Section 3.7.1 4.1(d) will cause irreparable harm to a HolderPurchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 3.7.1 4.1(d) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.7.14.1(d), that a Holder 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Alpine Immune Sciences, Inc.)

Irrevocable Transfer Agent Instructions. Following completion On the date of the Lock-Up Periodthis Agreement, the Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, in substantially the form of Schedule attached as Exhibit C attached hereto (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 3.7.1 3.13(b) (or instructions that are consistent therewith) and instructions related to the lock-up agreement contained herein will be given by the Company to its transfer agent in connection with this Agreement, and that the Company Ordinary Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other transaction documents Transaction Documents and applicable law. The Company acknowledges that a breach by it of its obligations under this Section 3.7.1 3.13(b) will cause irreparable harm to a the Holder. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 3.7.1 3.13(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.7.13.13(b), that a the Holder 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.

Appears in 1 contract

Samples: Investor Rights Agreement (Taboola.com Ltd.)

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Irrevocable Transfer Agent Instructions. Following completion of the Lock-Up Period, the The Company shall issue irrevocable instructions to its transfer agentthe Transfer Agent to issue to the Purchaser (or in such nominee’s name(s) as designated by the Purchaser) book-entry notations representing the Shares (subject to appropriate adjustment in the event of any stock dividend, and any subsequent transfer agentstock split, in substantially combination or other similar recapitalization with respect to the form of Schedule C attached hereto Company’s Common Stock, including the contemplated Reverse Split) (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 3.7.1 6.1(k) (or instructions that are consistent therewith) and instructions related to the lock-up agreement contained herein will be given by the Company to its transfer agent the Transfer Agent in connection with this Agreement, Agreement (other than those instructions contemplated in Section 5.9) and that the Ordinary Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and Agreement, the other transaction documents Transaction Agreements, any registration statement filed under the Securities Act, and applicable lawLaw. The Company acknowledges that a breach by it of its obligations under this Section 3.7.1 6.1(k) will cause irreparable harm to a Holderthe Purchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 3.7.1 6.1(k) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 3.7.16.1(k), that a Holder the Purchaser shall be entitled, in addition to all other available remedies, to seek 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.

Appears in 1 contract

Samples: Share Purchase Agreement (Minerva Surgical Inc)

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