Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, irrespective of any subsequent termination of this Agreement but the Commitment Fee will in no event be paid to the Investor if the Closing does not occur.
Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause to be issued to the Investor a total of 600,000 shares of Common Stock (the “Commitment Shares”) immediately upon the execution of this Agreement and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of such Commitment Shares. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement.
Issuance of Commitment Shares. The Commitment Shares are duly authorized and will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
Issuance of Commitment Shares. Upon the execution hereof, the Company shall issue to the Buyer as consideration for the Buyer entering into this Agreement 600,000 shares of Common Stock (the “Commitment Shares”). The Commitment Shares shall be issued without any restrictive legend.
Issuance of Commitment Shares. The Company shall have issued the Commitment Shares to an account designated by the Investor, in accordance with Section 12.04, all of which Commitment Shares shall be fully earned and non-refundable, regardless of whether any Advance Notices are made or settled hereunder or any subsequent termination of this Agreement.
Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause the Transfer Agent to issue, on the date of this Agreement, 470,711 shares of Common Stock (the “Commitment Shares”) directly to the Investor and shall deliver to the Transfer Agent on the date of this Agreement the Initial Irrevocable Transfer Agent Instructions with respect to the issuance of the Commitment Shares. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any termination of this Agreement. 15
Issuance of Commitment Shares. Immediately upon the execution of this Agreement, the Company shall issue to the Buyer as consideration for the Buyer entering into this Agreement 300,000 shares of Common Stock (the “Commitment Shares”). The Commitment Shares shall be issued in certificated form and (subject to Section 5 hereof) shall bear a restrictive legend substantially similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.
Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause the Transfer Agent to issue shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor on the date of closing of the Merger, and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall cause the Commitment Shares to be issued to the Investor as follows: (i) on the date of closing of the Merger, 150,000 shares of Common Stock shall be delivered to the Investor and (ii) on the date that is ninety (90) calendar days after the date of closing of the Merger (the “Additional Commitment Share Delivery Date”), $1,500,000 of shares of Common Stock (the “Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) shall be delivered to the Investor. The price per share of the Additional Commitment shares shall be equal to the arithmetic average of the Closing Sale Price for the Common Stock during the ten (10) consecutive Business Days ending on the Business Day immediately preceding the Additional Commitment Share Delivery Date. In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 500,000 shares of Common Stock. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, irrespective of any subsequent termination of this Agreement.
Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of, and performance under this Agreement, the Company shall cause the Transfer Agent to issue the Commitment Shares to the Investor on the Execution Date. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Execution Date, and the issuance of the Commitment Shares is not contingent upon any other event or condition, including, without limitation, the effectiveness of the Registration Statement or the Company’s submission of a Put Notice to the Investor and irrespective of any termination of this Agreement.
Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause to be issued to the Investor a total of 815,827 shares of Common Stock (the “Commitment Shares”) and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of such Commitment Shares. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement.
