Common use of Transfer Agent Instruction Clause in Contracts

Transfer Agent Instruction. Prior to the closing on the Closing Date, the Company will (i) execute and deliver to the Transfer Agent the Transfer Agent Instruction in substantially the form of ANNEX B to this Agreement and pursuant thereto irrevocably instruct the Transfer Agent to issue certificates for the Common Shares from time to time upon conversion of the Preferred Shares in such amounts as specified from time to time to the Transfer Agent in the Conversion Notices surrendered in connection with such conversions, (ii) appoint the Transfer Agent the conversion agent for the Preferred Stock. The certificates for the Common Shares will bear the restrictive legend specified in Section 5(b) of this Agreement prior to their resale pursuant to an effective Registration Statement or Rule 144(k) under the 1933 Act. The Common Shares shall be registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of Preferred Shares. The Company warrants that, except as otherwise expressly permitted by the Transfer Agent Instruction, no instruction other than (x) such instructions referred to in this Section 5(c), (y) stop transfer instructions to give effect to Section 5(a) hereof prior to the resale of the Common Shares pursuant to an effective Registration Statement or Rule 144(k) under the 1933 Act and (z) the instructions required by Section 8(b)(xii) hereof will be given by the Company to the Transfer Agent and that the Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section 5(c) shall limit in any way the Buyer's obligations and agreement to comply with the registration requirements of the 1933 Act or an exemption there from upon resale of the Shares. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory in form, scope and substance to the Company that registration of a resale by the Buyer of any of the Shares in accordance with Section 5(a) of this Agreement is not required under the 1933 Act, the Company shall permit the transfer of such Shares and, in the case of the Common Shares, promptly, but in no event later than three Business Days after receipt of such opinion, instruct the Transfer Agent to issue upon transfer one or more share certificates in such name and in such denominations as specified by the Buyer. Nothing in this Section 5(c) shall limit the obligations of the Company under Section 8 of this Agreement.

Transfer Agent Instruction. Prior The Company shall issue irrevocable instructions to the closing on the Closing Date, the Company will (i) execute and deliver to the Transfer Agent the Transfer Agent Instruction in substantially the form of ANNEX B to this Agreement and pursuant thereto irrevocably instruct the Transfer Agent its transfer agent to issue certificates certificates, registered in the name of the Holder or its nominee, for the Common Shares from time to time upon conversion of the Preferred Conversion Shares in such amounts as specified from time to time by the Holder to the Company upon conversion of the New Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the exchange agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Notices surrendered in connection with Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such conversions, (ii) appoint the Transfer Agent the conversion agent for the Preferred Stock. The certificates for the Common Shares will shall bear the restrictive legend specified in Section 5(b2(g) of this Agreement prior to their resale pursuant to an effective Registration Statement or Rule 144(k) under the 1933 Act. The Common Shares shall be registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of Preferred SharesAgreement. The Company warrants that, except as otherwise expressly permitted by the Transfer Agent Instruction, : (i) no instruction other than (x) such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5(c)5, (y) and stop transfer instructions to give effect to Section 5(a2(f) hereof (in the case of the Conversion Shares, prior to the resale registration of the Common Conversion Shares pursuant to an effective Registration Statement or Rule 144(k) under the 1933 Act and (z) or the instructions required by Section 8(b)(xii) hereof date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to the Transfer Agent its transfer agent and that the Common 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 New Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Holder upon conversion of or otherwise pursuant to the New Note as and when required by the New Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Holder upon conversion of or otherwise pursuant to the New Note as and when required by the New Note and this Agreement. Nothing in this Section 5(c) shall limit affect in any way the Buyer's Holder’s obligations and agreement set forth in Section 2(g) hereof to comply with the registration requirements all applicable prospectus delivery requirements, if any, upon re-sale of the 1933 Act or an exemption there from upon resale of the SharesSecurities. If the Buyer Holder provides the Company Company, at the cost of the Holder, with (i) an opinion of counsel reasonably satisfactory in form, substance and scope and substance customary for opinions in comparable transactions, to the Company effect that a public sale or transfer of such Securities may be made without registration of a resale by the Buyer of any of the Shares in accordance with Section 5(a) of this Agreement is not required under the 1933 ActAct and such sale or transfer is effected or (ii) the Holder provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer of such Shares transfer, and, in the case of the Common Conversion Shares, promptly, but in no event later than three Business Days after receipt of such opinion, promptly instruct the Transfer Agent its transfer agent to issue upon transfer one or more share certificates certificates, free from restrictive legend, in such name and in such denominations as specified by the BuyerHolder. Nothing in The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, 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 5(c) shall limit 5 may be inadequate and agrees, in the obligations event of a breach or threatened breach by the Company of the Company under Section 8 provisions of this AgreementSection, that the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instruction. Prior to the closing on the Closing Date, the Company will (i) execute and deliver to the Transfer Agent the Transfer Agent Instruction in substantially the form of attached hereto as ANNEX B to this Agreement V and pursuant thereto thereby (1) irrevocably instruct the American Stock Transfer & Trust Company, as Transfer Agent and Registrar (the "Transfer Agent"), to issue certificates for the Common Shares from time to time upon conversion of the Preferred Shares Note and the Interest Notes and exercise of the Warrants in such amounts as specified from time to time to the Transfer Agent in the Notices of Conversion Notices surrendered in connection with such conversions, conversions and in the form attached to the Note and the Form of Subscription in the form attached to the Warrants and (ii2) appoint the Transfer Agent the conversion agent for the Preferred StockNote and the Interest Notes and the exercise agent for the Warrants. The certificates for the Common Shares will may bear the restrictive legend specified in Section 5(b4(b) of this Agreement prior to their registration of the resale pursuant to an effective Registration Statement or Rule 144(k) of the Common Shares under the 1933 Act. The certificates for the Common Shares shall be registered in the name of the Buyer or its nominee designee and in such denominations to be specified by the Buyer in connection with each conversion of Preferred Sharesthe Note or any Interest Note or exercise of the Warrants. The Company warrants that, except as otherwise expressly permitted by the Transfer Agent Instruction, that no instruction other than (x) such instructions referred to in this Section 5(c)5, (y) stop transfer instructions to give effect to Section 5(a4(a) hereof prior to registration of the resale of the Common Shares pursuant to an effective Registration Statement or Rule 144(k) under the 1933 Act and (z) the instructions required by Section 8(b)(xii3(n) hereof of the Registration Rights Agreement will be given by the Company to the Transfer Agent and that the Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section 5(c) 5 shall limit in any way the Buyer's obligations and agreement to comply with the registration requirements of the 1933 Act or an exemption there from upon resale of the Common Shares. If the Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory in form, scope and substance to the Company and its legal counsel, that registration of a resale by the Buyer of any of the Shares in accordance with Section 5(a) of this Agreement Securities is not required under the 1933 Act, the Company shall permit the transfer of such Shares Securities and, in the case of the Common Shares, promptlyin accordance with clause (1)(B) of Section 4(a) of this Agreement, but in no event later than three Business Days after receipt of such opinion, promptly instruct the Transfer Agent Company's transfer agent to issue upon transfer one or more share certificates in such name and in such denominations as specified by the BuyerBuyer within three trading days after receipt of such opinion. Nothing in this Section 5(c) 5 shall limit the obligations of the Company under Section 8 3(n) of this the Registration Rights Agreement.

Transfer Agent Instruction. Prior The Company shall issue irrevocable instructions to the closing on the Closing Date, the Company will (i) execute and deliver to the Transfer Agent the Transfer Agent Instruction in substantially the form of ANNEX B to this Agreement and pursuant thereto irrevocably instruct the Transfer Agent its transfer agent to issue certificates certificates, registered in the name of the Buyer or its nominee, for the Common Shares from time to time upon conversion of the Preferred Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Notices surrendered in connection with Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such conversions, (ii) appoint the Transfer Agent the conversion agent for the Preferred Stock. The certificates for the Common Shares will shall bear the restrictive legend specified in Section 5(b2(g) of this Agreement prior to their resale pursuant to an effective Registration Statement or Rule 144(k) under the 1933 Act. The Common Shares shall be registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of Preferred SharesAgreement. The Company warrants that, except as otherwise expressly permitted by the Transfer Agent Instruction, : (i) no instruction other than (x) such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5(c)5, (y) and stop transfer instructions to give effect to Section 5(a2(f) hereof (in the case of the Conversion Shares, prior to the resale registration of the Common Conversion Shares pursuant to an effective Registration Statement or Rule 144(k) under the 1933 Act and (z) or the instructions required by Section 8(b)(xii) hereof date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to the Transfer Agent its transfer agent and that the Common 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 Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section 5(c) shall limit affect in any way the Buyer's ’s obligations and agreement set forth in Section 2(g) hereof to comply with the registration requirements all applicable prospectus delivery requirements, if any, upon re-sale of the 1933 Act or an exemption there from upon resale of the SharesSecurities. If the Buyer provides the Company Company, at the cost of the Buyer, with (i) an opinion of counsel reasonably satisfactory in form, substance and scope and substance customary for opinions in comparable transactions, to the Company effect that a public sale or transfer of such Securities may be made without registration of a resale by the Buyer of any of the Shares in accordance with Section 5(a) of this Agreement is not required under the 1933 ActAct and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer of such Shares transfer, and, in the case of the Common Conversion Shares, promptly, but in no event later than three Business Days after receipt of such opinion, promptly instruct the Transfer Agent its transfer agent to issue upon transfer one or more share certificates certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. Nothing in The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, 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 5(c) shall limit 5 may be inadequate and agrees, in the obligations event of a breach or threatened breach by the Company of the Company under Section 8 provisions of this AgreementSection, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

Transfer Agent Instruction. Prior to the closing on the Closing Date, the Company will (i1) execute and deliver to the Transfer Agent the Transfer Agent Instruction in substantially the form of attached hereto as ANNEX B to this Agreement VI and pursuant thereto thereby irrevocably instruct the instruct, American Stock Transfer & Trust Company, as Transfer Agent and Registrar (the "Transfer Agent"), to issue certificates for the Common Shares from time to time upon conversion of the Note, the Interest Notes, the Preferred Shares and the Dividend Shares and exercise of the Warrants in such amounts as specified from time to time to the Transfer Agent in the Notices of Conversion of 6% Senior Secured Convertible Notes due 2001 in the form attached to the Note, the Notices of Conversion surrendered in connection with such conversions, conversions of Preferred Shares and referred to in Section 5(b) of this Agreement and the Form of Subscription in the form attached to the Warrants and (ii2) appoint the Transfer Agent the conversion agent for the Note, the Interest Notes and the Preferred StockStock and the exercise agent for the Warrants. The certificates for the Common Shares will may bear the restrictive legend specified in Section 5(b4(b) of this Agreement prior to their registration of the resale pursuant to an effective Registration Statement or Rule 144(k) of the Common Shares under the 1933 Act. The certificates for the Common Shares shall be registered in the name of the Buyer or its nominee designee and in such denominations to be specified by the Buyer in connection with each conversion of the Note, the Interest Notes, the Preferred SharesShares or Dividend Shares or exercise of the Warrants. The Company warrants that, except as otherwise expressly permitted by the Transfer Agent Instruction, that no instruction other than (x) such instructions referred to in this Section 5(c)5, (y) stop transfer instructions to give effect to Section 5(a4(a) hereof prior to registration of the resale of the Common Shares pursuant to an effective Registration Statement or Rule 144(k) under the 1933 Act and (z) the instructions required by Section 8(b)(xii3(n) hereof of the Registration Rights Agreement will be given by the Company to the Transfer Agent and that the Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section 5(c5(a) shall limit in any way the Buyer's obligations and agreement to comply with the registration requirements of the 1933 Act or an exemption there from upon resale of the Common Shares. If the Buyer provides the Company with an opinion of counsel counsel, reasonably satisfactory in form, scope and substance to the Company and its legal counsel, that registration of a resale by the Buyer of any of the Shares in accordance with Section 5(a) of this Agreement Securities is not required under the 1933 Act, the Company shall permit the transfer of such Shares Securities and, in the case of the Common Shares, promptlyin accordance with clause (1)(B) of Section 4(a) of this Agreement, but in no event later than three Business Days after receipt of such opinion, promptly instruct the Transfer Agent Company's transfer agent to issue upon transfer one or more share certificates in such name and in such denominations as specified by the BuyerBuyer within three trading days after receipt of such opinion. Nothing in this Section 5(c5(a) shall limit the obligations of the Company under Section 8 3(n) of this the Registration Rights Agreement.

Transfer Agent Instruction. Prior to the closing on the Closing Date, the Company will (i1) execute and deliver to the Transfer Agent the Transfer Agent Instruction substantially in substantially the form of attached hereto as ANNEX B to this Agreement II and pursuant thereto irrevocably instruct the Transfer Agent to issue certificates for the Common Shares from time to time upon conversion of the Preferred Shares in such amounts as specified from time to time to the Transfer Agent in the Conversion Notices surrendered in connection with such conversions, conversions and (ii2) appoint the Transfer Agent the conversion agent for the Preferred Stock. The certificates for the Common Shares will may bear the restrictive legend specified in Section 5(b) of this Agreement prior to their registration of the resale pursuant to an effective Registration Statement or Rule 144(k) of the Common Shares under the 1933 Act. The Common Shares shall be registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of Preferred Shares. The Company warrants that, except as otherwise expressly permitted by the Transfer Agent Instruction, no instruction other than (x) such instructions referred to in this Section 5(c), (y) stop transfer instructions to give effect to Section 5(a) hereof prior to registration of the resale of the Common Shares pursuant to an effective Registration Statement or Rule 144(k) under the 1933 Act and (z) the instructions required by Section 8(b)(xii8(b)(12) hereof will be given by the Company to the Transfer Agent and that the Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section 5(c) shall limit in any way the Buyer's obligations and agreement to comply with the registration requirements of the 1933 Act or an exemption there from therefrom upon resale of the Shares. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory in form, scope and substance to the Company that registration of a resale by the Buyer of any of the Shares in accordance with Section 5(a) of this Agreement is not required under the 1933 Act, the Company shall permit the transfer of such Shares and, in the case of the Common Shares, promptly, but in no event later than three Business Days after receipt of such opinion, instruct the Transfer Agent to issue upon transfer one or more share certificates in such name and in such denominations as specified by the Buyer. Nothing in this Section 5(c) shall limit the obligations of the Company under Section 8 of this Agreement.

Transfer Agent Instruction. Prior Subject to the closing on the Closing Datesatisfaction of either condition set forth in Section 8.2, the Company will (i) execute shall issue irrevocable instructions to its transfer agent, and deliver any subsequent transfer agent, to credit shares to the Transfer Agent applicable balance accounts at The Depository Trust Company (“DTC”), registered in the Transfer Agent Instruction in substantially name of the form of ANNEX B to this Agreement and pursuant thereto irrevocably instruct the Transfer Agent to issue certificates Purchaser or its nominee(s), for the Common Conversion Shares from time to time or upon conversion of the Preferred Shares Notes in such amounts as specified from time to time by the Purchaser to the Transfer Agent in the Conversion Notices surrendered in connection with such conversions, (ii) appoint the Transfer Agent the Company upon conversion agent for the Preferred Stock. The certificates for the Common Shares will bear the restrictive legend specified in Section 5(b) of this Agreement prior to their resale pursuant to an effective Registration Statement or Rule 144(k) under the 1933 Act. The Common Shares shall be registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of Preferred SharesNotes. The Company warrants that, except as otherwise expressly permitted by the Transfer Agent Instruction, that no instruction other than (x) such instructions the Irrevocable Transfer Agent Instructions referred to in this Section 5(c), (y) stop transfer instructions to give effect to Section 5(a) hereof prior to the resale of the Common Shares pursuant to an effective Registration Statement or Rule 144(k) under the 1933 Act and (z) the instructions required by Section 8(b)(xii) hereof 9.2 will be given by the Company to the Transfer Agent its transfer agent and that the Common Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementAgreement and the other Transaction Documents. Nothing in this Section 5(c) shall limit in any way the Buyer's obligations and agreement to comply with the registration requirements If a Purchaser effects a transfer of the 1933 Act or an exemption there from upon resale of the Shares. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory in form, scope and substance to the Company that registration of a resale by the Buyer of any of the Shares Securities in accordance with Section 5(a) of this Agreement is not required under the 1933 Act8.1, the Company shall permit the transfer of such Shares and, in the case of the Common Shares, promptly, but in no event later than three Business Days after receipt of such opinion, and shall promptly instruct the Transfer Agent its transfer agent to issue upon transfer one or more share certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. In the Buyerevent that any sale, assignment or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such Securities to the Purchaser, assignee or transferee, as the case may be, without any restrictive legend. Nothing in The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Purchasers. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(c) shall limit 9.2 will be inadequate and agrees, in the obligations event of a breach or threatened breach by the Company of the Company under Section 8 provisions of this AgreementSection 9.2, that the 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 necessity of showing economic loss and without bond or other security being required.

Transfer Agent Instruction. Prior to the closing on the Closing Date, the Company will (i1) execute and deliver to the Transfer Agent the Transfer Agent Instruction in substantially the form of ANNEX B II to this Agreement and pursuant thereto irrevocably instruct the Transfer Agent to issue certificates for the Common Shares from time to time upon conversion of the Preferred Shares and exercise of the Warrants in such amounts as specified from time to time to the Transfer Agent (x) in the Conversion Notices surrendered in connection with such conversions and (y) upon exercise of the Warrants in such amounts as specified from time to time to the Transfer Agent in the Conversion Notices Form of Subscription to be attached to the Warrants and surrendered in connection with such conversionsexercises, (ii2) appoint the Transfer Agent the conversion agent for the Preferred StockStock and the exercise agent for the Warrants. The certificates for the Common Shares will may bear the restrictive legend specified in Section 5(b) of this Agreement prior to their registration of the resale pursuant to an effective Registration Statement or Rule 144(k) of the Common Shares under the 1933 Act. The Common Shares shall be registered in the name of the Buyer or its nominee and in such denominations to be specified by the Buyer in connection with each conversion of Preferred SharesShares or exercise of the Warrants, as the case may be. The Company warrants that, except as otherwise expressly permitted by the Transfer Agent Instruction, no instruction other than (x) such instructions referred to in this Section 5(c), (y) stop transfer instructions to give effect to Section 5(a) hereof prior to registration of the resale of the Common Shares pursuant to an effective Registration Statement or Rule 144(k) under the 1933 Act and (z) the instructions required by Section 8(b)(xii8(b)(12) hereof will be given by the Company to the Transfer Agent and that the Common Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section 5(c) shall limit in any way the Buyer's obligations and agreement to comply with the registration requirements of the 1933 Act or an exemption there from upon resale of the Shares. If the Buyer provides the Company with an opinion of counsel reasonably satisfactory in form, scope and substance to the Company that registration of a resale by the Buyer of any of the Shares in accordance with Section 5(a) of this Agreement is not required under the 1933 Act, the Company shall permit the transfer of such Shares and, in the case of the Common Shares, promptly, but in no event later than three Business Days after receipt of such opinion, instruct the Transfer Agent to issue upon transfer one or more share certificates in such name and in such denominations as specified by the Buyer. Nothing in this Section 5(c) shall limit the obligations of the Company under Section 8 of this Agreement.