Minimum Commitment; Stock Issuance Sample Clauses

Minimum Commitment; Stock Issuance. The parties agree that in full satisfaction and settlement of (a) accounts payable by MRI Interventions to Merge Healthcare for license fees under the Agreement in the amount of $612,500, and (b) the remaining minimum license purchase commitments under the 2012 Commitment, 2013 Commitment and 2014 Commitment as set forth in the First Amendment to the Agreement in the amount of $962,500, MRI Interventions shall issue to Merge Healthcare Incorporated 1,500,000 shares of MRI Interventions common stock (the “Shares”), the certificate, dated the Amendment Effective Date, representing the Shares to be delivered to Merge Healthcare on or before June 30, 2012. The Shares shall be, when issued and delivered, fully paid and non-assessable, free and clear of any encumbrances and in compliance with all applicable legal requirements (including U.S. federal and state securities laws). For clarity, upon issuance of the Shares to Merge Healthcare Incorporated MRI Interventions shall have satisfied its payment obligations for [***] Solution run-time licenses, consisting of [***] licenses committed to under the original Agreement and [***] licenses committed to under the First Amendment to the Agreement. In further consideration of the Shares, Merge Healthcare agrees that MRI Interventions shall be entitled to an additional [***] Solution run-time licenses and [***] additional licenses for use at clinical or research sites at no additional charge.