Common use of MECHANICS OF PURCHASE OF SHARES BY INVESTOR Clause in Contracts

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the Purchase Price shall be established and an amount of Shares equaling one hundred percent (100%) of the Put Amount (the “Put Shares”) shall be delivered to the Investor’s broker for a particular Put. The Investor shall cause the Put Amount to be placed into escrow within one Trading Day of the Put Notice Date. The Closing of a Put shall occur upon the first Trading Day following the confirmation of receipt and approval for trading by Investor's broker of the Put Shares, whereby the Company shall have caused the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Investor shall deliver (by informing the designated escrow agent) the Purchase Amount specified in the Put Notice, less deposit and clearing fees, by wire transfer of immediately available funds to an account designated by the Company if the aforementioned receipt and approval are confirmed before 9:30 AM ET or on the following Trading Day if receipt and approval by the Investor's broker is made after 9:30 AM ET("Closing Date" or "Closing"). In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the Purchase Price shall be established and an amount of Shares equaling one hundred percent (100%) of the Put Amount (the “Put Shares”) shall be delivered to the Investor’s broker for a particular Put. The Following its receipt of Put Notice, the Investor shall cause will deliver to the Company a Put Amount to be placed into escrow within one Trading Day of Settlement Notice in substantially the Put Notice Date. form attached hereto as Exhibit D. The Closing of a Put shall occur upon the first Trading Day following the confirmation of receipt and approval for trading by Investor's ’s broker of the Put Shares, whereby the Company shall have caused the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's ’s broker with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Investor shall deliver (by informing the designated escrow agent) the Purchase Amount specified in the Put Notice, less deposit and clearing fees, Notice by wire transfer of immediately available funds to an account designated by the Company if the aforementioned receipt and approval are confirmed before 9:30 AM ET or on the following Trading Day if receipt and approval by the Investor's ’s broker is made after 9:30 AM ET("Closing ET (“Closing Date" ” or "“Closing"”). In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the Purchase Price shall be established and an amount the number of Put Shares equaling one hundred percent (100%) of the Put Amount (the “Put Shares”) shall be delivered to the Investor’s broker determined for a particular Put. The Investor shall cause the Put Amount to be placed into escrow within one Trading Day of the Put Notice Date. The Closing of a Put shall occur upon the first Trading Day following the confirmation of receipt and approval for trading by Trading Day upon which the Investor's broker shall, before 4 p.m. Eastern Standard Time, confirm receipt and satisfactory review of the common stock received pursuant to a specific Put Shares, whereby the Notice ("Closing Date). The Company shall have caused cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such delivery. The On the business day following the Closing Date (the "Settlement Date"), the Investor shall deliver (by informing the designated escrow agent) the Purchase Investment Amount specified in the Put Notice, less deposit and clearing fees, Notice by wire transfer of immediately available funds to an account designated by the Company if the aforementioned receipt and approval are confirmed before 9:30 AM ET or on the following Trading Day if receipt and approval by the Investor's broker is made after 9:30 AM ET("Closing Date" or "Closing")Company. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the Purchase Price shall be established and an amount of Shares equaling one hundred percent (100%) of the Put Amount (the “"Put Shares”") shall be delivered to the Investor’s 's broker for a particular Put. The Investor shall cause the Put Amount to be placed into escrow within one Trading Day of the Put Notice Date. The Closing of a Put shall occur upon the first Trading Day following the confirmation of receipt and approval for trading by Investor's broker of the Put Shares, whereby the Company shall have caused the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Investor shall deliver (by informing the designated escrow agent) the Purchase Amount specified in the Put Notice, less deposit and clearing fees, by wire transfer of immediately available funds to an account designated by the Company if the aforementioned receipt and approval are confirmed before 9:30 AM ET or on the following Trading Day if receipt and approval by the Investor's broker is made after 9:30 AM ET("Closing Date" or "Closing"). In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.52(E), 7 and 8 4and 5, the closing of this Agreement, at the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than two (2) Trading Days following the end of the Pricing Period, Period (the Purchase Price shall be established and an amount of Shares equaling one hundred percent (100%"Closing Date") of unless the Put Amount (is revoked by the “Put Shares”) shall be delivered to the Investor’s broker for a particular Put. The Investor shall cause the Put Amount to be placed into escrow within one Trading Day of the Put Notice Date. The Closing of a Put shall occur upon the first Trading Day following the confirmation of receipt and approval for trading by Investor's broker of the Put SharesCompany, whereby the Company shall have caused the Transfer Agent to electronically transmitin writing, prior to the applicable Closing. On or before the Closing Date, (I) the applicable Put Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B); and (II) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor. In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company will place in escrow an amount of shares of common stock equal to 9.99% of their outstanding shares on the day the registration statement is declared effective (Investor shall deliver (by informing Shares). The Investor will be able to draft shares from this escrow to fund the designated escrow agent) the Purchase Amount specified shares in the Put Notice, less deposit and clearing fees, by wire transfer of immediately available funds to an account designated by previous paragraph. If the Company if the aforementioned receipt fails to provide escrow shares, or replenish those shares after a draw down, this agreement and approval are confirmed before 9:30 AM ET or on the following Trading Day if receipt and approval by the Investor's broker is made after 9:30 AM ET("Closing Date" or "Closing"). In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated hereinassociated agreements will immediately terminate.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the Purchase Price shall be established and an amount of Shares equaling one hundred and twelve percent (100112%) of the Put Amount (the “Put Shares”) shall be delivered to the Investor’s broker for a particular Put. The Investor shall cause the Put Amount to be placed into escrow within one Trading Day of the Put Notice Date. The Closing of a Put shall occur upon the first Trading Day following the confirmation of receipt and approval for trading by Investor's ’s broker of the Put Shares, whereby the Company shall have caused the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's ’s broker with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Investor shall deliver (by informing the designated escrow agent) the Purchase Amount specified in the Put Notice, less deposit and clearing feesfees (capped at $1,000 per Put), by wire transfer of immediately available funds to an account designated by the Company if the aforementioned receipt and approval are confirmed before 9:30 AM ET or on the following Trading Day if receipt and approval by the Investor's ’s broker is made after 9:30 AM ET("Closing ET(“Closing Date" ” or "“Closing"”). In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the Purchase Price shall be established and an amount of Shares shares equaling one hundred percent (100%) of the Put Amount (the “Put Shares”) shall be delivered to the Investor’s broker for a particular Put. The Investor shall cause the Put Amount to be placed into escrow within one Trading Day of the Put Notice Date. The Closing of a Put shall occur upon the first Trading Day following the confirmation of receipt and approval for trading by Investor's ’s broker of the Put Shares, whereby the Company shall have caused the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's ’s broker with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Investor shall deliver (by informing the designated escrow agent) the Purchase Amount specified in the Put Notice, less one thousand dollars ($1,000) of deposit and clearing fees, by wire transfer of immediately available funds to an account designated by the Company if the aforementioned receipt and approval are confirmed before 9:30 AM ET or on the following Trading Day if receipt and approval by the Investor's ’s broker is made after 9:30 AM ET("Closing ET(“Closing Date" ” or "“Closing"”). In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the Purchase Price shall be established and an amount of Shares shares equaling one hundred percent (100%) of the Put Amount (the “Put Shares”) Amount, shall be delivered to the Investor’s broker for a particular Put. The Investor shall cause the Put Amount to be placed into escrow escrow, within one Trading Day trading day of receiving the applicable Put Notice DateNotice. The Closing of a Put shall occur upon the first Trading Day following the confirmation of receipt and approval for trading by Investor's ’s broker of the Put Shares, whereby the Company shall have caused the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's ’s broker with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Investor shall deliver (by informing the designated escrow agent) the agent)the Purchase Amount specified in the Put Notice, less deposit and clearing fees, by wire transfer of immediately available funds to an account designated by the Company if the aforementioned receipt and approval are confirmed before 9:30 AM ET EST or on the following Trading Day day if receipt and approval by the Investor's broker ’s Broker is made after 9:30 AM ET("Closing EST(“Closing Date" ” or "“Closing"”). In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. (a) Subject to the satisfaction of the conditions set forth in Article VI Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the Purchase Price shall be established and an amount of Shares shares equaling one hundred percent (100%) of the Put Amount (Purchase Price, together with the “Put Transaction Cost Shares”) , shall be delivered to the Investor’s broker for a particular Put. The Investor shall cause the Put Amount to be placed into escrow within one Trading Day of the Put Notice Date. The Closing of a Put (the “Closing”) shall occur upon on the first Trading Day following after the confirmation of receipt and approval for trading of a Put Notice by Investor's broker of the Put Shares, whereby Shares (the “Closing Date”). (b) On the Closing Date: (i) The Company shall have caused cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares together with the Transaction Cost Shares, to the Investor by crediting the account of the Investor's ’s broker with DTC through its Deposit Withdrawal Agent Commission system; and ("DWAC"ii) system. The Investor shall deliver (by informing to the designated escrow agent) the Purchase Amount specified in Company the Put Notice, less deposit and clearing fees, Amount costs by wire transfer of immediately available funds to an account designated by the Company if the aforementioned receipt and approval are confirmed before 9:30 AM ET EST or on the following Trading Day day if receipt and approval by the Investor's broker Broker is made after 9:30 AM ET("Closing EST("Closing Date" or "Closing"). . (c) In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated hereinEquity Financing Transactions.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the Purchase Price shall be established and an amount the number of Put Shares equaling one hundred percent (100%) of the Put Amount (the “Put Shares”) shall be delivered to the Investor’s broker for a particular Put. The Investor shall cause No later than the Put Amount to be placed into escrow within one first Trading Day of following the Put Notice Date, the Investor shall deliver the Put Settlement Sheet (Exhibit D) to the Company’s Registrar. The Closing of a Put shall occur upon on the first Trading Day following the confirmation of receipt and approval for trading by Investor's broker of the Put Shares, whereby if such receipt and approval occurs before 9:30 A.M, Eastern Standard Time (or on the following Trading Day if such receipt and approval occurs after 9:30 A.M.), by: - the Company shall have caused causing the Transfer Agent to electronically transmit, prior to the applicable Closing Date, transmit the applicable Put Shares by crediting the account of the Investor's broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The , and - the Investor shall deliver (by informing delivering the designated escrow agent) the Purchase Investment Amount specified in the Put Notice, less deposit and clearing fees, Notice by wire transfer of immediately available funds to an account designated by the Company if the aforementioned receipt and approval are confirmed before 9:30 AM ET or on the following Trading Day if receipt and approval by the Investor's broker is made after 9:30 AM ET("Closing ("Closing Date" or "Closing"). In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the Purchase Price shall be established and an amount of Shares shares equaling one hundred percent (100%) of the Put Amount (the “Put Shares”) Purchase Price, less documented deposit costs, shall be delivered to the Investor’s broker for a particular Put. The Investor shall cause the Put Amount to be placed into escrow within one Trading Day of the Put Notice Date. The Closing of a Put shall occur upon the first Trading Day following the confirmation of receipt and approval for trading by Investor's ’s broker of the Put Shares, whereby the Company shall have caused the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's ’s broker with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Investor shall deliver (by informing the designated escrow agent) the Purchase Investment Amount specified in the Put Notice, Notice (less deposit and clearing fees, ) by wire transfer of immediately available funds to an escrow account designated mutually agreed upon by the parties. Once the Investor’s broker confirms and approves delivery of the Put Shares, the Purchase Price, less deposit costs, shall be immediately wired to the Company if the aforementioned receipt and approval are confirmed before 9:30 AM ET EST or on the following Trading Day day if receipt and approval by the Investor's broker ’s Broker is made after 9:30 AM ET("Closing EST(“Closing Date" ” or "“Closing"”). In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.