Common use of Initial Commitment Shares Clause in Contracts

Initial Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) representing the Initial Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the Closing Date, regardless of whether the Commencement shall have occurred, any VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement. Upon issuance pursuant to this Section 10.1(ii)(a), the Initial Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Initial Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the Registration Rights Agreement.

Initial Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Execution Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the fifth Trading Day immediately following the Closing Execution Date, one or more certificate(s) or book-entry statement(s) a certificate representing the Initial Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Execution Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 10.410.7 hereof. For the avoidance of all doubt, all of the Initial Commitment Shares shall be fully earned as of the Closing Execution Date, regardless of whether the Commencement shall have occurred, Company is successful in getting the Registration Statement declared effective by the SEC or whether any VWAP Purchases or Intraday VWAP Purchases Put Notices are effected issued by the Company or settled hereunder or any subsequent termination of this Agreementhereunder. Upon issuance pursuant to this Section 10.1(ii)(a)issuance, the Initial Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (ivd) of this Section 10.1, the certificate or book-entry statement certificates representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iiic) of this Section 10.110.2. The Initial Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the terms of the Registration Rights Agreement. The Company shall deliver a copy of the Company’s issuance resolution authorizing the issuance of the Initial Commitment Shares to the Investor contemporaneously with issuance of the Initial Commitment Shares.

Initial Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) representing the Initial Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the Closing Date, regardless of whether the Commencement shall have occurred, any VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement. Upon issuance pursuant to this Section 10.1(ii)(a10.1(b)(i), the Initial Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (ivd) of this Section 10.1, the certificate or book-entry statement representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iiic) of this Section 10.1. The Initial Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the Registration Rights Agreement.

Initial Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) representing the Initial Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company on or prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the Closing Date, Date regardless of whether the Commencement shall have occurred, any VWAP Purchases or Intraday VWAP Purchases are effected issued by the Company or settled hereunder or any subsequent termination of this Agreement. At the request of the Investor and in accordance with the Investor’s instructions provided to the Company on or prior to the Closing Date, the Initial Commitment Shares shall be represented in a single book-entry statement, or in any number of or book-entry statement(s) in the name of the Investor or its designee and in such denominations as the Investor may request in such instructions, and such book-entry statement(s) shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4. Upon issuance pursuant to this Section 10.1(ii)(a)issuance, the Initial Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, each of the certificate or book-entry statement statement(s) representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The All of the Initial Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the Registration Rights Agreement.

Initial Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Execution Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the third Trading Day immediately following the Closing Execution Date, one or more certificate(s) or book-entry statement(s) a certificate representing the Initial Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Execution Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 10.410.7 hereof. For the avoidance of all doubt, all of the Initial Commitment Shares shall be fully earned as of the Closing Execution Date, regardless of whether the Commencement shall have occurred, Company is successful in getting the Registration Statement declared effective by the SEC or whether any VWAP Purchases or Intraday VWAP Purchases Put Notices are effected issued by the Company or settled hereunder or any subsequent termination of this Agreementhereunder. Upon issuance pursuant to this Section 10.1(ii)(a)issuance, the Initial Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (ive) of this Section 10.1, the certificate or book-entry statement certificates representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iiid) of this Section 10.1. The Initial Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the terms of the Registration Rights Agreement. The Company shall deliver a copy of the Company’s issuance resolution authorizing the issuance of the Initial Commitment Shares to the Investor contemporaneously with issuance of the Initial Commitment Shares.

Initial Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor, Investor not later than 4:00 p.m. (New York City time) on the first Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) representing the Initial Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4. If the Initial Registration Statement is not declared effective prior to the applicable Effectiveness Deadline solely due to an SEC Rejection, the Investor shall cause the Initial Commitment Shares to be returned to the Company as promptly as reasonably practicable thereafter. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the Closing Commencement Date, regardless of whether the Commencement shall have occurred, any VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement. Upon issuance pursuant to this Section 10.1(ii)(a), the Initial Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Initial Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-post- effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the Registration Rights Agreement.

Initial Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Execution Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the third Trading Day immediately following the Closing Execution Date, one or more certificate(s) or book-entry statement(s) a certificate representing the Initial Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Execution Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 10.410.7 hereof. For the avoidance of all doubt, all of the Initial Commitment Shares shall be fully earned as of the Closing Execution Date, regardless of whether the Commencement shall have occurred, Company is successful in getting the Registration Statement declared effective by the SEC or whether any VWAP Purchases or Intraday VWAP Purchases Put Notices are effected issued by the Company or settled hereunder or any subsequent termination of this Agreementhereunder. The Initial Commitment Shares shall be issued subject to Section 10.1(g) below. Upon issuance pursuant to this Section 10.1(ii)(a)issuance, the Initial Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, and subject to the provisions of subsection (ive) of this Section 10.1, the certificate or book-entry statement representing the Initial Commitment Shares shall 10.1shall bear the restrictive legend set forth below in subsection (iiid) of this Section 10.1. The Initial Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the terms of the Registration Rights Agreement. The Company shall deliver a copy of the Company’s issuance resolution authorizing the issuance of the Initial Commitment Shares to the Investor contemporaneously with issuance of the Initial Commitment Shares.

Initial Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) representing the Initial Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the Closing Date, regardless of whether the Commencement shall have occurred, any VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement. Upon issuance pursuant to this Section 10.1(ii)(a10.1(ii), the Initial Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Initial Commitment Shares shall constitute Registrable Securities to the extent provided in the Registration Rights Agreement and shall be included in the Initial Registration Statement and in any post-effective amendment thereto, thereto and the Prospectus included thereintherein (to the extent such Initial Commitment Shares constitute Registrable Securities at the time any post-effective amendment thereto or Prospectus included therein is filed with the Commission), and, if necessary to register the resale thereof by the Investor under the Securities ActAct in accordance with the Registration Rights Agreement, in any New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the Registration Rights Agreement.