Common use of Issuance of Additional Common Stock Under Section 7 Clause in Contracts

Issuance of Additional Common Stock Under Section 7. 5. The parties hereto acknowledge that pursuant to Section 7.5 below, the Company has agreed to issue, simultaneously with the execution of this Agreement and in the future, certain shares of the Company’s Common Stock in accordance with the terms of Section 7.5 below. In the event, for any reason, the Company fails to issue, or cause its Transfer Agent to issue, any portion of the Common Stock issuable to Buyer under Section 7.5, either now or in the future, then the parties hereto acknowledge that Buyer shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Company, a written instruction requesting the issuance of the shares of Common Stock then issuable in accordance with Section 7.5 below, and the Transfer Agent, provided they are the acting transfer agent for the Company at the time, shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue such shares of the Company’s Common Stock as directed by Buyer, and surrender to a nationally recognized overnight courier for delivery to Buyer at the address specified in the Buyer’s notice, a certificate of the Common Stock of the Company, registered in the name of Buyer, for the number of shares of Common Stock issuable to Buyer in accordance with Section 7.5.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Millennium Healthcare Inc.), Securities Purchase Agreement (Aqualiv Technologies, Inc.), Securities Purchase Agreement (Aqualiv Technologies, Inc.)

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Issuance of Additional Common Stock Under Section 7. 5. The parties hereto acknowledge that pursuant to Section 7.5 below, the Company has agreed to issue, simultaneously with the execution of this Agreement Agreement, and possibly in the future, certain shares of the Company’s Common Stock in accordance with the terms of Section 7.5 below. In the event, for any reason, the Company fails to issue, or cause its Transfer Agent to issue, any portion of the Common Stock issuable to Buyer under Section 7.5, either now or in the future, then the parties hereto acknowledge that Buyer shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Company, a written instruction requesting the issuance of the shares of Common Stock then issuable in accordance with Section 7.5 below, and the Transfer Agent, provided they are the acting transfer agent for the Company at the time, shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue such shares of the Company’s Common Stock as directed by Buyer, and surrender to a nationally recognized overnight courier for delivery to Buyer at the address specified in the Buyer’s notice, a certificate of the Common Stock of the Company, registered in the name of BuyerBuyer or its nominee, for the number of shares of Common Stock issuable to Buyer in accordance with Section 7.5.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Revolutions Medical CORP), Securities Purchase Agreement (POSITIVEID Corp)

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