Common use of Delivery of Unlegended Shares Clause in Contracts

Delivery of Unlegended Shares. (a) Neither the Shares nor the Warrant Shares shall contain any legend, including the legend set forth in Section 4(g), provided (i) a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three (3) business days (such third (3rd) business day being the "Unlegended Shares Delivery Date") after the business day on which the Company has received such holder's request to remove legends, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to Subscriber) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends, including the legend set forth in Section 4(g) above, reissuable pursuant to any effective and current Registration Statement described in Section 11 of this Agreement or pursuant to Rule 144 under the 1933 Act (the "Unlegended Shares"); and the Company shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Shares certificate, if any, to the Subscriber at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the Seller.

Delivery of Unlegended Shares. (a) Neither the Shares nor the Warrant Shares shall contain any legend, including the legend set forth in Section 4(g), provided (i) a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three (3) business days (such third (3rd) business day being the "“Unlegended Shares Delivery Date"”) after the business day on which the Company has received such holder's request (i) a notice that Common Shares held by a Purchaser have been sold pursuant to remove legendsRule 144, (ii) a representation that the requirements of Rule 144 have been satisfied, and (iii) the original share certificates representing the Common Shares that have been sold, and (iv) customary representation letters of the Purchaser and/or Purchaser’s broker regarding compliance with the requirements of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to SubscriberPurchaser) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends, legends including the legend set forth in Section 4(g2(e) above, reissuable pursuant to any effective and current Registration Statement described in Section 11 of this Agreement or pursuant to Rule 144 under the 1933 Act above (the "“Unlegended Shares"”); and the Company shall (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Common Shares certificate, if any, to the Subscriber Purchaser at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. In lieu of delivering physical certificates representing the Unlegended Shares, if the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer fees program, upon request of a Purchaser, so long as the certificates therefor do not bear a legend and such Purchaser is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Purchaser’s prime broker with DTC through its Deposit Withdrawal Agent Commission system. Such delivery must be made on or before the responsibility of the SellerUnlegended Shares Delivery Date.

Delivery of Unlegended Shares. (a) Neither the Shares nor the Warrant Shares shall contain any legend, including the legend set forth in Section 4(g), provided (i) a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three (3) business days (such third (3rd) business day being the "“Unlegended Shares Delivery Date"”) after the business day on which the Company has received such holder's request (i) a notice that Shares or Warrant Shares or any other Common Shares held by a Holder have been sold pursuant to remove legendsthe Registration Statement or Rule 144 under the 1933 Act, (ii) a representation that the prospectus delivery requirements, or the requirements of Rule 144, as applicable and if required, have been satisfied, and (iii) the original share certificates representing the Common Shares that have been sold, and (iv) in the case of sales under Rule 144, customary representation letters of the Holder and/or Holder’s broker regarding compliance with the requirements of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to SubscriberHolder) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock Shares without any legends, legends including the legend set forth in Section 4(g4(i) above, reissuable pursuant to any effective and current Registration Statement described in Section 11 of this Agreement or pursuant to Rule 144 under the 1933 Act above (the "“Unlegended Shares"”); and the Company shall (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Shares certificate, if any, to the Subscriber Holder at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be In the responsibility event the Shares are electronically transferable, then delivery of the SellerShares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder and the Holder has complied with all applicable securities laws in connection with the sale of the Common Stock received upon conversion, including, without limitation, the prospectus delivery requirements. A Debenture representing the balance of the Debenture not so converted will be provided by the Company to the Holder if requested by Holder, provided the Holder delivers the original Debenture to the Company. In the event that a Holder elects not to surrender a Debenture for reissuance upon partial payment or conversion, the Holder hereby agrees to indemnify and hold harmless the Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Debenture. In the event that Unlegended Shares shall not be timely delivered as required in this paragraph (or within five days thereof), or within one day thereafter, the Company shall pay to each Holder whose certificates were not timely delivered, upon written demand therefore, an amount equal to $100.00 for each $10,000 of principal amount of Debentures for each delay per day beyond the delivery date specified above (as liquidated damages and not as a penalty).

Delivery of Unlegended Shares. (a) Neither the Shares nor the Warrant Shares shall contain any legend, including the legend set forth in Section 4(g), provided (i) a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three (3) business days (such third (3rd) business day being the "“Unlegended Shares Delivery Date"”) after the business day on which the Company has received such holder's request (i) a notice that Conversion Shares, or any other Common Stock held by the Purchaser has been sold pursuant to remove legendsa registration statement or Rule 144 under the 1933 Act, (ii) a representation that the prospectus delivery requirements, or the requirements of Rule 144, as applicable and if required, have been satisfied, (iii) the original share certificates representing the shares of Common Stock that have been sold, and (iv) in the case of sales under Rule 144, customary representation letters of the Purchaser and, if required, Purchaser’s broker regarding compliance with the requirements of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company Purchaser to deliver to its transfer agent (with copies to SubscriberPurchaser) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends, legends including the legend set forth in Section 4(g4(h) above, reissuable pursuant to any effective and current Registration Statement described in Section 11 of this Agreement or pursuant to Rule 144 under the 1933 Act above (the "“Unlegended Shares"”); and the Company shall (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Shares Common Stock certificate, if any, to the Subscriber Purchaser at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be The Company understands that a delay in the responsibility delivery of the SellerUnlegended Shares later than the Unlegended Shares Delivery Date could result in economic loss to the Purchaser. As compensation to Purchaser for such loss, the Company agrees to pay late payment fees (as liquidated damages and not as a penalty) to the Purchaser for late delivery of Unlegended Shares in the amount of $250.00 per business day after the Unlegended Shares Delivery Date. If during any three hundred and sixty (360) day period, the Company fails to deliver Unlegended Shares as required by this Section for an aggregate of thirty (30) days, then Purchaser or assignee holding Securities subject to such default may, at its option, require the Company to redeem all or any portion of the shares subject to such default at a price per share equal to the greater of (i) 200% of the most recent closing price of the Common Stock or (ii) the parity value of the Default Sum to be paid (as defined in Section 3.16 of the Note) (“Unlegended Redemption Amount”). The Company shall pay any payments incurred under this Section in immediately available funds upon demand.

Delivery of Unlegended Shares. (a) Neither the Shares nor the Warrant Shares shall contain any legend, including the legend set forth in Section 4(g), provided (i) a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three (3) business days (such third (3rd) business day being the "Unlegended Shares Delivery DateUNLEGENDED SHARES DELIVERY DATE") after the business day on which the Company has received such holder(i) a written notice that Registrable Securities have been sold pursuant to Rule 144 under the 1933 Act, and the requirements of Rule 144 have been satisfied, or at any time when the Registrable Securities are included for public resale in an effective registration statement, (ii) the original share certificates representing the shares of Common Stock that have been sold under Rule 144 or included in the effective registration statement, and (iii) in the case of sales under Rule 144, customary representation letters of the Subscriber and/or Subscriber's request to remove legendsbroker regarding compliance with the requirements of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver deliver, to its transfer agent (with copies to Subscriber) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends, legends including the legend set forth in Section 4(g) 4 above, reissuable issuable pursuant to any effective and current Registration Statement described in Section 11 10 of this Agreement or pursuant to Rule 144 under the 1933 Act (the "Unlegended SharesUNLEGENDED SHARES"); and the Company shall (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Shares certificateunsold shares of Common Stock, if any, to the Subscriber at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the Seller. Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing the Shares is predicated upon the Company's reliance that the Subscriber will sell the Shares pursuant to either the registration requirements of the 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom.

Delivery of Unlegended Shares. (a) Neither the Shares nor the Warrant Shares shall contain any legend, including the legend set forth in Section 4(g), provided (i) a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three five (35) business days (such third (3rd) business day being the "Unlegended Shares Delivery Date") after the business day on which the Company has received such holder's request to remove legends, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to Subscriber) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends, including the legend set forth in Section 4(g) above, reissuable pursuant to any effective and current Registration Statement described in Section 11 of this Agreement or pursuant to Rule 144 under the 1933 Act (the "Unlegended Shares"); and the Company shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Shares certificate, if any, to the Subscriber at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the Seller.

Delivery of Unlegended Shares. (a) Neither the Shares nor the Warrant Shares shall contain any legend, including the legend set forth in Section 4(g), provided (i) a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three (3) business days (such third (3rd) business day being the "Unlegended Shares Delivery Date") after the business day on which the Company has received such holder(i) a notice that Conversion Shares, or any other Common Stock held by the Purchaser has been sold pursuant to a registration statement or Rule 144 under the 1933 Act, (ii) a representation that the prospectus delivery requirements, or the requirements of Rule 144, as applicable and if required, have been satisfied, (iii) the original share certificates representing the shares of Common Stock that have been sold, and (iv) in the case of sales under Rule 144, customary representation letters of the Purchaser and, if required, Purchaser's request to remove legendsbroker regarding compliance with the requirements of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to SubscriberPurchaser) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends, legends including the legend set forth in Section 4(g4(h) above, reissuable pursuant to any effective and current Registration Statement described in Section 11 of this Agreement or pursuant to Rule 144 under the 1933 Act above (the "Unlegended Shares"); and the Company shall (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Shares Common Stock certificate, if any, to the Subscriber Purchaser at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be b) The Company understands that a delay in the responsibility delivery of the SellerUnlegended Shares later than the Unlegended Shares Delivery Date could result in economic loss to the Purchaser. As compensation to Purchaser for such loss, the Company agrees to pay late payment fees (as liquidated damages and not as a penalty) to the Purchaser for late delivery of Unlegended Shares in the amount of $1,000.00 per business day after the Unlegended Shares Delivery Date. If during any three hundred and sixty (360) day period, the Company fails to deliver Unlegended Shares as required by this Section for an aggregate of thirty (30) days, then Purchaser or assignee holding Securities subject to such default may, at its option, require the Company to redeem all or any portion of the shares subject to such default at a price per share equal to the greater of (i) 200% of the most recent closing price of the Common Stock or (ii) a fraction in which the numerator is the highest closing price of the Common Stock during the aforedescribed thirty (30) day period and the denominator of which is the lowest conversion price during such thirty (30) day period, multiplied by the conversion price or exercise price, as the case may be ("Unlegended Redemption Amount"). The Company shall pay any payments incurred under this Section in immediately available funds upon demand.

Delivery of Unlegended Shares. (a) Neither None of the Shares nor the Warrant Shares Registrable Securities shall contain any legend, including the legend set forth in Section 4(g), provided (i) a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities 1933 Act, or (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities 1933 Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). A holder of Shares or Warrant Shares may, by notice to the Company, require the Company to reissue any Shares or Warrant Shares previously issued, so that new Shares or Warrant Shares do not contain any legends. Within three (3) business days (such third (3rd) business day being the "Unlegended Shares Delivery Date") after the business day on which the Company has received such holder's request to remove legends, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to Subscriber) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends, including the legend set forth in Section 4(g) above, reissuable pursuant to any effective and current Registration Statement described in Section 11 of this Agreement or pursuant to Rule 144 under the 1933 Act (the "Unlegended Shares"); and the Company shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Shares certificate, if any, to the Subscriber at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the Seller.