Transfer Agent Letter. The Company shall have delivered to each Purchaser a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Second Closing Date; and
Transfer Agent Letter. The Company shall have delivered --------------------- to each Purchaser a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date; and
Transfer Agent Letter. In furtherance of the Company’s obligations set forth in Section 6 above, the Company covenants and agrees to execute and deliver to its transfer agent on the date hereof a letter (the “TA Letter”), in a form acceptable to Holder in his sole discretion, instructing its transfer agent to establish the Share Reserve and to deliver Conversion Shares to Holder as set forth in Section 4 above. Company further acknowledges and agrees that it shall be a condition precedent to Holder’s obligations hereunder that the Company execute such TA Letter and that the Company’s transfer agent acknowledges such TA Letter in writing.
Transfer Agent Letter. In furtherance of the Company's obligations set forth in Section 6 above, the Company covenants and agrees to execute and deliver to its transfer agent on the date hereof a letter (the "TA Letter"), in a form acceptable to Holder in his sole discretion, instructing its transfer agent to establish the Share Reserve and to deliver Conversion Shares to Holder as set forth in Section 4 above. Company further acknowledges and agrees that it shall be a condition precedent to Holder's obligations hereunder that the Company execute such TA Letter and that the Company's transfer agent acknowledges such TA Letter in writing. The Company further acknowledges and agrees that it will not cause or permit a change in its transfer agent after the date hereof without first (i) obtaining the prior written consent of the Holder or (ii) executing and causing such subsequent transfer agent to execute a transfer agent letter in favor of the Holder substantially similar to the TA Letter, which letter must instruct such subsequent transfer agent to establish the Share Reserve and to deliver Conversion Shares to Holder as set forth in Section 4 above.
Transfer Agent Letter. The Borrower shall have delivered to the Lender Parties a letter from the transfer agent for the Common Stock certifying the number of shares of Common Stock outstanding as of a date within two (2) Business Days prior to the Disbursement Date.
Transfer Agent Letter. On or around May 16, 2024 the Company will have caused Exhibit B to be duly executed and delivered to the Investor.
Transfer Agent Letter. The Company shall have delivered to each Purchaser a letter from the Company's transfer agent certifying
Transfer Agent Letter. Contemporaneously with the execution of this Agreement, the Company shall issue new irrevocable transfer agent instructions covering the Notes and any warrants issued to Tangiers (previously or in connection with this Agreement). Such instructions shall ensure that an amount of Common Stock equal to five times the amount of Common Stock that could be issued to Tangiers under the Notes and Warrants as of the Effective Date is reserved for Tangiers by the Company.
Transfer Agent Letter. A letter from Lender and Borrower to American Stock Transfer & Trust Company, the transfer agent for the common stock of the Corporation ("Transfer Agent Letter"), in the form and content attached to this Agreement as Exhibit F. The Stock Certificate, Stock Certificate Assignment, Pledge and Assignment, Financing Statement and Transfer Agent Letter shall be executed and delivered at the time of both the First Advance and any Subsequent Advances.
Transfer Agent Letter. I have also examined the Articles of Organization, Operating Agreement, Articles of Incorporation, Bylaws and other relevant organizational documents of the Borrower and Managing Member. In my examination, I have assumed the genuineness of all signatures and the authenticity of the Documents submitted to me as originals conforming to the originals of the Documents submitted to me as copies. I am an attorney licensed to practice in the State of Arizona, and accordingly, I do not express any opinion as to the laws or their effect in any jurisdiction other than the State of Arizona. The enforceability of the Documents and the rights and remedies of the parties thereunder, are subject to, and limited by: (1) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally; (2) availability of equitable remedies; and (3) future changes or interpretations to current laws, rules and regulations of the State of Arizona. Based upon and subject to the foregoing, it is my opinion that:
1. The Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Arizona.
2. The Managing Member is a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona.
3. The Borrower and Managing Member have all the requisite power and authority to execute and deliver the Documents, and the Borrower has all of the requisite power and authority to perform under the Documents.
