Commencement Irrevocable Transfer Agent Instructions shall have the meaning assigned to such term in Section 10.1(iv).
Commencement Irrevocable Transfer Agent Instructions and (ii) the notice of effectiveness in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness”) relating to the Initial Registration Statement executed by the Company’s outside counsel, in each case directing the Company’s transfer agent to issue to the Investor or its designated Broker-Dealer at which the account or accounts to be credited with the Shares being purchased by Investor are maintained any Registrable Securities included in the Initial Registration Statement as DWAC Shares, if and when such Registrable Securities are issued in accordance with this Agreement and the Registration Rights Agreement. With respect to any post-effective amendment to the Initial Registration Statement, any New Registration Statement or any post-effective amendment to any New Registration Statement, in each case declared effective by the Commission after the Commencement Date, the Company shall deliver or cause to be delivered to its transfer agent (and thereafter, shall deliver or cause to be delivered to any subsequent transfer agent of the Company) (i) irrevocable instructions in the form substantially similar to the Commencement Irrevocable Transfer Agent Instructions executed by the Company and acknowledged in writing by the transfer agent and (ii) the Notice of Effectiveness, in each case modified as necessary to refer to such Registration Statement or post-effective amendment and the Registrable Securities included therein, to issue the Registrable Securities included therein as DWAC Shares in accordance with the terms of this Agreement and the Registration Rights Agreement. For the avoidance of doubt, all Shares to be issued in respect of any VWAP Purchase Notice or Intraday VWAP Purchase Notice delivered to the Investor pursuant to this Agreement shall be issued to the Investor in accordance with Section 3.3 by crediting the Investor’s account at DTC as DWAC Shares, and the Company shall not take any action or give instructions to any transfer agent of the Company otherwise. The Company represents and warrants to the Investor that, while this Agreement is effective, no instruction other than those referred to in this Section 10.1(ii) will be given by the Company to its transfer agent, or any successor transfer agent of the Company, with respect to the Shares from and after Commencement, and the Registrable Securities covered by the Initial Registration Statement or any post-effective amendment thereof, or any New Re...
Commencement Irrevocable Transfer Agent Instructions shall have the meaning assigned to such term in Section 10.1(iv). “Commission” means the U.S. Securities and Exchange Commission or any successor entity. “Commission Documents” shall mean (1) all reports, schedules, registrations, forms, statements, information and other documents filed with or furnished to the Commission by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since May 31, 2023, including, without limitation, (A) the Annual Report on Form 10-K filed by the Company for its fiscal year ended December 31, 2023 (the “2023 Form 10-K”) and (B) the Current Report, (4) each Registration Statement, as the same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto and (5) all information contained in such filings and all documents and disclosures that have been and heretofore shall be incorporated by reference therein. “Commitment Fee” means an amount in cash equal to up to $200,000, which the Company shall pay to the Investor, pursuant to, at such time(s) and in such manner as set forth in Section 10.1(ii) of this Agreement.
Examples of Commencement Irrevocable Transfer Agent Instructions in a sentence
The Commencement Irrevocable Transfer Agent Instructions shall have been executed by the Company and delivered to and acknowledged in writing by the Company’s transfer agent, directing the Company’s transfer agent to issue to the Investor or its designated broker-dealer all of the Initial Commitment Shares, the Commitment Pre-Funded Warrant Shares and the Shares included in the initial Registration Statement as DWAC Shares in accordance with this Agreement.
More Definitions of Commencement Irrevocable Transfer Agent Instructions
Commencement Irrevocable Transfer Agent Instructions shall have the meaning set forth in Section 6.06.