Transfer Agent Instructions Removal of Legends. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form reasonably acceptable to each of the Major Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or the exercise of the Warrants (as the case may be) in accordance with the requirements of the Certificate of Designation or the Warrants, as applicable. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), stop transfer instructions to give effect to Section 2(g) hereof, or any instructions that the Company reasonably deems necessary or appropriate (x) pursuant to such Irrevocable Transfer Agent Instructions or (y) to confirm satisfaction of, or to require satisfaction of, the Resale Eligibility Conditions (as defined in the Registration Rights Agreement), will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g) (and satisfies the Resale Eligibility Conditions (as defined in the Registration Rights Agreement), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. In the event that the Resale Eligibility Conditions are satisfied and such sale, assignment or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such Buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below for such time as required for a resale by such Buyer pursuant to Rule 144 applicable to such Buyer, if any. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that a Buyer 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. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent on each Effective Date (as defined in the Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cero Therapeutics Holdings, Inc.)
Transfer Agent Instructions Removal of Legends. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form reasonably acceptable to the Company and each of the Major Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”)shares, registered in the name of each a respective Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified issued from time to time to such Buyer by each Buyer to the Company upon conversion of the Series B Preferred Shares or in accordance with the exercise applicable requirements of the Warrants Certificate of Designation. Upon issuance pursuant to this Agreement, the Certificate of Designations, the Securities purchased or acquired by a Buyer in accordance with this Agreement shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the 1933 Act and the certificate or book-entry statement representing such Conversion Shares shall bear the restrictive legend set forth in Section 5(c). If a Buyer has resold Conversion Shares in a manner described under the caption “Plan of Distribution” in a then-effective and available Registration Statement or pursuant to Rule 144 or other available exemption from registration under the 1933 Act, such Buyer shall concurrently (a) send a confirmation to the Company and the Transfer Agent setting forth the number of such Conversion Shares (as the case may be) that have been so resold and the date of such resales and (b) deliver to the Company, the Transfer Agent and counsel to the Company a customary seller’s representation letter and, if requested by the Transfer Agent, a customary broker’s representation letter confirming the resale of such Conversion Shares in accordance the manner described above, together with any other documentation reasonably required by the requirements Transfer Agent and/or the Depository Trust Company (“DTC”) and, if applicable and requested by the Company, a legal opinion of Buyer’s counsel that the Certificate sale of Designation or such Conversion Shares did not require registration under the Warrants1933 Act, as applicablein a form and substance reasonably satisfactory to the Company and its counsel (the “Resale Deliverables”). The Company represents and warrants that no instruction other than each Buyer hereby acknowledge that, if and when such Buyer has (i) resold Conversion Shares in a manner described under the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), stop transfer instructions to give effect to Section 2(g) hereof, or any instructions that the Company reasonably deems necessary or appropriate (x) pursuant to such Irrevocable Transfer Agent Instructions or (y) to confirm satisfaction of, or to require satisfaction of, the Resale Eligibility Conditions (as defined caption “Plan of Distribution” in the Registration Rights Agreement), will be given by Statement or pursuant to Rule 144 or other available exemption from registration under the Company to its transfer agent with respect to the Securities, 1933 Act and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g(ii) (and satisfies delivered the Resale Eligibility Conditions (as defined in the Registration Rights Agreement)Deliverables, the Company shall permit instruct the transfer and shall promptly instruct its transfer agent Transfer Agent to issue one or more certificates or credit cause such shares to be credited to the applicable balance accounts at DTC as designated by such Buyer for the transferee who purchased such Conversion Shares from such Buyer (each, a “Transferee”). Upon the written request by a Buyer to the Company if, at the time of such request, such Buyer (i) is not, and has not been during the preceding three (3) months, an affiliate of the Company, (ii) has held the portion of the Conversion Shares subject to such request for at least one (1) year as determined in accordance with Rule 144, (iii) all of the other requirements of Rule 144 are satisfied, and (iv) concurrently with such name request, delivers to the Company, its counsel and the Transfer Agent a written certification that the requirements set forth in such denominations as specified the foregoing clauses (i) through (iii) are accurate, the Company shall, no later than one (1) Business Day following the delivery by such Buyer to effect the Transfer Agent of one or more legended certificates or book-entry statements representing such sale, transfer or assignment. In the event that the Resale Eligibility Conditions are satisfied and such sale, assignment or transfer involves Conversion Shares issued to such Buyer together with such other documentation from such Buyer and its designated broker as the Transfer Agent or Warrant the Company deems necessary and appropriate, authorize the Transfer Agent to remove the 1933 Act restrictive legend (and any stop transfer instructions placed against transfer of any such Conversion Shares) affixed to the portion of such Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares for which all conditions to such Buyer, assignee or transferee (as ’s ability to resell under Rule 144 have then been satisfied. At the case may be) without any time the Company authorizes the removal of the 1933 Act restrictive legend in accordance with Section 5(d(and any stop transfer instructions placed against transfer of any such Conversion Shares) below for such time as required for a resale by such Buyer pursuant to Rule 144 applicable this Section 5(b), the Company shall also use its commercially reasonable efforts, at its sole expense, to cause its counsel to issue to the Transfer Agent a legal opinion or direction letter instructing the Transfer Agent that it is authorized to remove the 1933 Act restrictive legend affixed to such Buyer, if anyConversion Shares as contemplated by this Section 5(b) (which legal opinion or direction letter may be delivered to the Transfer Agent in advance setting forth the conditions to the removal of such legends). The Company shall be responsible for the fees of its Transfer Agent and any DTC fees associated with such issuance. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that a Buyer 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. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent on each Effective Date (as defined in the Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.. 42
Appears in 1 contract
Samples: Securities Purchase Agreement (Cero Therapeutics Holdings, Inc.)
Transfer Agent Instructions Removal of Legends. The Company shall issue irrevocable instructions to instruct its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form reasonably acceptable to each of the Major Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”)certificates, registered in the name of each Buyer or its respective nominee(s)nominee, for the Conversion Common Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Preferred Shares or the exercise of the Warrants (as the case may be) determined in accordance with the requirements of the Certificate of Designation or this Agreement and the Warrants. All such certificates shall bear the restrictive legend, except as applicablespecified in this Article V. In addition, the Company will issue the irrevocable Transfer Agent Instructions to the transfer agent in the form of EXHIBIT F hereto. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions as referred to in this Section 5(b)Article V, and stop transfer instructions to give effect to Section 2(g) hereof, or any instructions that 2.7 hereof (prior to registration of Common Shares and Warrant Shares under the Company reasonably deems necessary or appropriate (x) pursuant to such Irrevocable Transfer Agent Instructions or (y) to confirm satisfaction of, or to require satisfaction of, the Resale Eligibility Conditions (as defined in the Registration Rights Agreement1933 Act), will be given by the Company to its transfer agent agent. Nothing in this Section shall affect in any way the Buyer's obligations and agreement set forth in this Article V hereof to comply with respect to all applicable prospectus delivery requirements, if any, upon resale of the SecuritiesCommon Shares and Warrant Shares. If, and that unless otherwise required by applicable state securities laws, (a) the resale of the Securities shall otherwise be freely transferable on has been registered under an effective registration statement filed under the books 1933 Act, or (b) such holder provides the Company and records the Transfer Agent with an opinion of the Companycounsel, as applicablein form, substance and scope customary for opinions of counsel in comparable transactions, to the extent provided in this Agreement and the other Transaction Documents. If effect that a Buyer effects a sale, assignment public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale either has occurred or may occur without restriction on the manner of such sale or transfer, or (c) such holder provides the Company and the Transfer Agent with reasonable assurances that such Securities can be sold under Rule 144 under the 1933 Act (or a successor rule thereto), or (d) the Securities in accordance with Section 2(g) (and satisfies can be sold without restriction as to the Resale Eligibility Conditions (number of securities as defined in the Registration Rights Agreementof a particular date that can then be immediately sold under Rule 144(k), the Company shall permit the transfer of the Common Shares or Warrant Shares, and the Transfer Agent shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC certificates, free from any restrictive legend in such name and in such denominations as specified by such Buyer. Notwithstanding anything herein to the contrary, but subject to the following proviso, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; provided that this shall not alter the provisions of this Article V with respect to the removal of restrictive legends. The Buyer agrees to effect such sale, transfer or assignment. In the event that the Resale Eligibility Conditions are satisfied and such sale, assignment or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or sell all Securities in compliance with Rule 144, the transfer agent shall issue such shares to such Buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below for such time as required for a resale by such Buyer pursuant to Rule 144 applicable to such Buyerprospectus delivery requirements, if any, or otherwise in compliance with the requirements for an exemption from registration under the 1933 Act and the rules and regulations promulgated thereunder. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a the Buyer, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) Article V will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)Section, that a the Buyer 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. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent on each Effective Date (as defined in the Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Excelsior Henderson Motorcycle Manufacturing Co)
Transfer Agent Instructions Removal of Legends. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form reasonably acceptable to the Company and each of the Major Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”)shares, registered in the name of each a respective Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Common Shares in such amounts as specified issued from time to time to such Buyer by each Buyer to the Company upon conversion of the Preferred Shares in accordance with the applicable requirements of the Certificate of Designation or the exercise of the Common Warrants in accordance with the applicable requirements of the Common Warrants. Upon issuance pursuant to this Agreement, the Certificate of Designations or the Common Warrants (as the case may be), the Securities purchased or acquired by a Buyer in accordance with this Agreement shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the 1933 Act and the certificate or book-entry statement representing such Conversion Shares and/or Warrant Common Shares (as the case may be) shall bear the restrictive legend set forth in Section 5(c). If a Buyer has resold Conversion Shares or Warrant Common Shares (as the case may be) in accordance a manner described under the caption “Plan of Distribution” in a then-effective and available Registration Statement or pursuant to Rule 144 or other available exemption from registration under the 1933 Act, such Buyer shall concurrently (a) send a confirmation to the Company and the Transfer Agent setting forth the number of such Conversion Shares or Warrant Common Shares (as the case may be) that have been so resold and the date of such resales (such confirmation, the “Transfer Agent Confirmation”) and (b) deliver to the Company, the Transfer Agent and counsel to the Company a customary seller’s representation letter and, if requested by the Transfer Agent, a customary broker’s representation letter confirming the resale of such Conversion Shares or Warrant Common Shares (as the case may be) in the manner described above, together with any other documentation reasonably required by the requirements Transfer Agent and/or the Depository Trust Company (“DTC”) and, if applicable and requested by the Company, a legal opinion of Xxxxx’s counsel that the Certificate sale of Designation such Conversion Shares or Warrant Common Shares (as the Warrantscase may be) did not require registration under the 1933 Act, as applicablein a form and substance reasonably satisfactory to the Company and its counsel (the “Resale Deliverables”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b)each Buyer hereby acknowledge that, stop transfer instructions to give effect to Section 2(gif and when such Buyer has (i) hereof, resold Conversion Shares or any instructions that the Company reasonably deems necessary or appropriate (x) pursuant to such Irrevocable Transfer Agent Instructions or (y) to confirm satisfaction of, or to require satisfaction of, the Resale Eligibility Conditions Warrant Common Shares (as defined the case may be) in a manner described under the caption “Plan of Distribution” in the Registration Rights Agreement), will be given by Statement or pursuant to Rule 144 or other available exemption from registration under the Company to its transfer agent with respect to the Securities, 1933 Act and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g(ii) (and satisfies delivered the Resale Eligibility Conditions (as defined in the Registration Rights Agreement)Deliverables, the Company shall permit instruct the transfer and shall promptly instruct its transfer agent Transfer Agent to issue one or more certificates or credit cause such shares to be credited to the applicable balance accounts at DTC in such name and in such denominations as specified designated by such Buyer to effect for the transferee who purchased such sale, transfer or assignment. In the event that the Resale Eligibility Conditions are satisfied and such sale, assignment or transfer involves Conversion Shares or Warrant Common Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such Buyer, assignee or transferee (as the case may be) without any restrictive legend from such Buyer (each, a “Transferee”). Upon the written request by a Buyer to the Company if, at the time of such request, such Buyer (i) is not, and has not been during the preceding three (3) months, an affiliate of the Company, (ii) has held the portion of the Conversion Shares and/or Warrant Common Shares (as the case may be) subject to such request for at least one (1) year as determined in accordance with Section 5(dRule 144, (iii) below for all of the other requirements of Rule 144 are satisfied, and (iv) concurrently with such time as required for request, delivers to the Company, its counsel and the Transfer Agent a resale written certification that the requirements set forth in the foregoing clauses (i) through (iii) are accurate, the Company shall, no later than one (1) Business Day following the delivery by such Buyer pursuant to Rule 144 applicable the Transfer Agent of one or more legended certificates or book-entry statements representing such Conversion Shares or Warrant Common Shares (as the case may be) issued to such Buyer together with such other documentation from such Buyer and its designated broker as the Transfer Agent or the Company deems necessary and appropriate, authorize the Transfer Agent to remove the 1933 Act restrictive legend (and any stop transfer instructions placed against transfer of any such Conversion Shares or Warrant Common Shares (as the case may be)) affixed to the portion of such Conversion Shares or Warrant Common Shares (as the case may be)for which all conditions to such Buyer’s ability to resell under Rule 144 have then been satisfied. At the time the Company authorizes the removal of the 1933 Act restrictive legend (and any stop transfer instructions placed against transfer of any such Conversion Shares or Warrant Common Shares (as the case may be)) pursuant to this Section 5(b), if anythe Company shall also use its commercially reasonable efforts, at its sole expense, to cause its counsel to issue to the Transfer Agent a legal opinion or direction letter instructing the Transfer Agent that it is authorized to remove the 1933 Act restrictive legend affixed to such Conversion Shares or Warrant Common Shares (as the case may be as contemplated by this Section 5(b) (which legal opinion or direction letter may be delivered to the Transfer Agent in advance setting forth the conditions to the removal of such legends). The Company shall be responsible for the fees of its Transfer Agent and any DTC fees associated with such issuance. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that a Buyer 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. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent on each Effective Date (as defined in the Registration Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cero Therapeutics Holdings, Inc.)
