Common use of Irrevocable Instructions Clause in Contracts

Irrevocable Instructions. On or before each Purchase Date or date of Purchaser's delivery of notice to the Company of the exercise of a Warrant, the Company (a) shall immediately issue irrevocable instructions to the Transfer Agent to issue certificates, registered in the name of each Purchaser or its nominee as designated by the Purchasers, for the Purchased Shares or Warrant Shares, as applicable, in such amounts as specified from time to time by each Purchaser to the Company upon the payment of the Purchase Price or the exercise price of the Warrants and (b) deliver to the Purchasers a copy of the Irrevocable Instructions and Escrow Agreement in the form attached hereto as Exhibit E executed by the Transfer Agent and the Company with regard to the Purchased Shares or Warrant Shares, as applicable. Upon the purchase of any Purchased Shares hereunder or exercise of any Warrants in accordance with their terms, the Company will, and will use its best lawful efforts to cause its transfer agent to, issue one or more certificates representing shares of Common Stock in such name or names and in such denominations specified by a Purchaser. As long as the Registration Statement contemplated by the Registration Rights Agreement shall remain effective, the shares of Common Stock issuable hereunder upon the exercise of any Warrants shall be issued to any transferee of such shares from a Purchaser without any restrictive legend. The Company further warrants and agrees that no instructions other than the instructions contained herein or in the Irrevocable Instructions and Escrow Agreement have been or will be given to the Transfer Agent. Nothing in this Section 6.11 shall affect in any way a Purchaser's obligation to comply with all securities laws applicable to such Purchaser upon resale of such shares of Common Stock, including any prospectus delivery requirements.

Irrevocable Instructions. On or before each Purchase Date or date of Purchaser's delivery of notice to the Company of the exercise Upon receipt of a WarrantNotice of Conversion or Notice of Exercise, as applicable, the Company (a) shall immediately issue irrevocable instructions to the Transfer Escrow Agent to direct (on authority of an irrevocable stock transfer power granted by Company to Escrow Agent) Company's transfer agent to issue certificates, registered in the name of each Purchaser or its nominee as designated by the Purchasersnominee, for the Purchased Shares or Warrant Conversion Shares, as applicablein the amount of 142,857 shares of Common Stock at Closing, or otherwise in such amounts as specified from time to time by each Purchaser to the Company upon the payment proper conversion of the Purchase Price Convertible Notes or the exercise price of the Warrants and (b) deliver to the Purchasers a copy of the Irrevocable Instructions and Escrow Agreement in the form attached hereto as Exhibit E executed by the Transfer Agent and the Company with regard to the Purchased Shares or Warrant Shares, as applicableWarrants. Upon the purchase conversion of any Purchased Shares hereunder or Convertible Notes in accordance with their terms and/or exercise of any Warrants in accordance with their terms, the Company will, and will use its best lawful efforts to cause its transfer agent to, issue one or more certificates representing shares of Common Stock in such name or names and in such denominations specified by a PurchaserPurchaser in a Notice of Conversion or Notice of Exercise, as the case may be. As long as the Registration Statement contemplated by the Registration Rights Agreement shall remain effective, the shares of Common Stock issuable hereunder upon the exercise conversion of any Warrants Convertible Notes shall be issued to any transferee of such shares from a Purchaser without any restrictive legendlegend upon appropriate evidence of transfer in compliance with the Securities Act and the rules and regulations of the Commission; provided that for so long as the Registration Statement is effective, no opinion of counsel will be required to effect any such transfer. The Company further warrants and agrees that no instructions other than the these instructions contained herein or in the Irrevocable Instructions and Escrow Agreement have been or will be given to the Transfer Agentits transfer agent. Nothing in this Section 6.11 7.11 shall affect in any way a Purchaser's obligation to comply with all securities laws applicable to such Purchaser upon resale of such shares of Common Stock, including any prospectus delivery requirements.

Irrevocable Instructions. On or before each Purchase Date or date Notwithstanding the obligation of Purchaser's delivery the Company to deliver shares of notice common stock to the Company Escrow Agent pursuant to Section 1.01(a)(ii) of the exercise Escrow Agreement, upon receipt of a WarrantNotice of Conversion or Notice of Exercise, as applicable, the Company shall, within forth eight (a48) shall immediately business hours, issue irrevocable instructions to the Transfer Agent its transfer agent to issue certificates, registered in the name of each Purchaser or its nominee as designated by the PurchasersEscrow Agent, for the Purchased Conversion Shares or Warrant Shares, as applicable, in such amounts as specified from time to time by each Purchaser to the Company upon the payment proper conversion of the Purchase Price Convertible Notes or the exercise price of the Warrants and (b) deliver to the Purchasers a copy of the Irrevocable Instructions and Escrow Agreement in the form attached hereto as Exhibit E executed by the Transfer Agent and the Company with regard to the Purchased Shares or Warrant Shares, as applicableWarrants. Upon the purchase conversion of any Purchased Shares hereunder or Convertible Notes in accordance with their terms and/or exercise of any Warrants in accordance with their terms, the Company will, and will use its best lawful efforts to cause its transfer agent to, issue one or more certificates representing shares of Common Stock in such name or names and in such denominations specified by a PurchaserPurchaser in a Notice of Conversion or Notice of Exercise, as the case may be. As long as the Registration Statement contemplated by the Registration Rights Agreement shall remain effective, the shares of Common Stock issuable hereunder upon the conversion of any Convertible Notes or exercise of any Warrants shall be issued to any transferee of such shares from a Purchaser without any restrictive legend. The Company further warrants and agrees that no instructions other than the these instructions contained herein or in the Irrevocable Instructions and Escrow Agreement have been or will be given to the Transfer Agentits transfer agent. Nothing in this Section 6.11 7.10 shall affect in any way a Purchaser's obligation to comply with all securities laws applicable to such Purchaser upon resale of such shares of Common Stock, including any prospectus delivery requirements.

Irrevocable Instructions. On or before each Purchase Date or date of Purchaser's delivery of notice to the Company of the exercise Upon receipt of a WarrantNotice of Exercise, as applicable, the Company (a) shall immediately issue irrevocable instructions to the Transfer Agent its transfer agent to issue certificates, registered in the name of each Purchaser or its nominee as designated by the Purchasersnominee, for the Purchased Warrant Shares or Warrant Shares, as applicable, in such amounts as specified from time to time by each Purchaser to the Company upon the payment proper exercise of the Purchase Price or the exercise price of the Warrants and (b) deliver to the Purchasers a copy of the Irrevocable Instructions and Escrow Agreement in the form attached hereto as Exhibit E executed by the Transfer Agent and the Company with regard to the Purchased Shares or Warrant Shares, as applicableWarrants. Upon the purchase of any Purchased Shares hereunder or exercise of any Warrants in accordance with their terms, the Company will, and will use its best lawful efforts to cause its transfer agent to, issue one or more certificates representing shares of Common Stock in such name or names and in such denominations specified by a PurchaserPurchaser in a Notice of Exercise. As long as the Registration Statement contemplated by the Registration Rights Agreement shall remain effective, the shares of Common Stock issuable hereunder upon the exercise of any Warrants shall be issued to any transferee of such shares from a Purchaser Purchaser, including transferee's of such shares pursuant to an effective registration statement, without any restrictive legend. The Company further warrants and agrees that no instructions other than the these instructions contained herein or in the Irrevocable Instructions and Escrow Agreement have been or will be given to the Transfer Agentits transfer agent. Nothing in this Section 6.11 7.11 shall affect in any way a Purchaser's obligation to comply with all securities laws applicable to such Purchaser upon resale of such shares of Common Stock, including any prospectus delivery requirements.

Irrevocable Instructions. On or before each Purchase Date or date of Purchaser's delivery of notice to the Company of the exercise Upon receipt of a WarrantNotice of Conversion or Notice of Exercise, as applicable, the Company (a) shall immediately issue irrevocable instructions to the Transfer Agent its transfer agent to issue certificates, registered in the name of each Purchaser or its nominee as designated by the Purchasersnominee, for the Purchased Shares or Warrant Conversion Shares, as applicable, in such amounts as specified from time to time by each Purchaser to the Company upon the payment proper conversion of the Purchase Price Convertible Notes or the exercise price of the Warrants and (b) deliver to the Purchasers a copy of the Irrevocable Instructions and Escrow Agreement in the form attached hereto as Exhibit E executed by the Transfer Agent and the Company with regard to the Purchased Shares or Warrant Shares, as applicableWarrants. Upon the purchase conversion of any Purchased Shares hereunder or Convertible Notes in accordance with their terms and/or exercise of any Warrants in accordance with their terms, the Company will, and will use its best lawful efforts to cause its transfer agent to, issue one or more certificates representing shares of Common Stock in such name or names and in such denominations specified by a PurchaserPurchaser in a Notice of Conversion or Notice of Exercise, as the case may be. As long as the Registration Statement contemplated by the Registration Rights Agreement shall remain effective, the shares of Common Stock issuable hereunder upon the exercise conversion of any Warrants Convertible Notes shall be issued to any transferee of such shares from a Purchaser without any restrictive legendlegend upon appropriate evidence of transfer in compliance with the Securities Act and the rules and regulations of the Commission; provided that for so long as the Registration Statement is effective, no opinion of counsel will be required to effect any such transfer. The Company further warrants and agrees that no instructions other than the these instructions contained herein or in the Irrevocable Instructions and Escrow Agreement have been or will be given to the Transfer Agentits transfer agent. Nothing in this Section 6.11 7.11 shall affect in any way a Purchaser's obligation to comply with all securities laws applicable to such Purchaser upon resale of such shares of Common Stock, including any prospectus delivery requirements.

Irrevocable Instructions. On Upon receipt of a Notice of Conversion (in the form annexed hereto as Exhibit E) or before each Purchase Date or date Notice of Purchaser's delivery of notice Exercise (in the form annexed as Exhibit A to the Company of the exercise of a Warrant), as applicable, the Company (a) shall in accordance with the Certificate of Secretary and Warrant, immediately issue irrevocable instructions to the Transfer Agent its transfer agent to issue Common Stock certificates, registered in the name of each Purchaser Subscriber or its nominee as designated by the Purchasersnominee, for the Purchased Conversion Shares or Warrant Shares, as applicable, in such amounts as specified from time to time by each Purchaser Subscriber to the Company upon the payment proper conversion of the Purchase Price or the Preferred Stock and/or exercise price of the Warrants and (b) deliver to the Purchasers a copy of the Irrevocable Instructions and Escrow Agreement in the form attached hereto as Exhibit E executed by the Transfer Agent and the Company with regard to the Purchased Shares or Warrant Shares, as applicableWarrants. Upon the purchase conversion of any Purchased Shares hereunder or share of Preferred Stock in accordance with their terms and/or exercise of any Warrants in accordance with their terms, the Company will, and will use its best lawful efforts to cause its transfer agent to, to issue one or more certificates representing shares of Common Stock in such name or names and in such denominations specified by a PurchaserSubscriber in a Notice of Conversion and/or Notice of Exercise, as the case may be. As long as the Registration Statement contemplated by the Registration Rights Agreement shall remain effectiveeffective with the SEC and in the applicable states, the shares of Common Stock issuable hereunder upon the conversion of any Preferred Stock or exercise of any Warrants shall be issued to any transferee of such shares from a Purchaser Subscriber without any restrictive legend. The Company further warrants and agrees that no instructions other than the these instructions contained herein or in the Irrevocable Instructions and Escrow Agreement have been or will be given to the Transfer Agentits transfer agent. Nothing in this Section 6.11 shall affect in any way a PurchaserSubscriber's obligation to comply with all securities laws applicable to such Purchaser Subscriber upon resale of such shares of Common Stock, including any prospectus delivery requirements.

Irrevocable Instructions. On or before each Purchase Date or date of Purchaser's delivery of notice to the Company of the exercise Upon receipt of a WarrantNotice of Exercise, as applicable, the Company (a) shall immediately issue irrevocable instructions to the Transfer Agent its transfer agent to issue certificates, registered in the name of each Purchaser or its nominee as designated by the Purchasersnominee, for the Purchased Warrant Shares or Warrant Shares, as applicable, in such amounts as specified from time to time by each Purchaser to the Company upon the payment proper exercise of the Purchase Price or the exercise price of the Warrants and (b) deliver to the Purchasers a copy of the Irrevocable Instructions and Escrow Agreement in the form attached hereto as Exhibit E executed by the Transfer Agent and the Company with regard to the Purchased Shares or Warrant Shares, as applicableWarrants. Upon the purchase of any Purchased Shares hereunder or exercise of any Warrants in accordance with their terms, the Company will, and will use its best lawful efforts to cause its transfer agent to, issue one or more certificates representing shares of Common Stock in such name or names and in such denominations specified by a PurchaserPurchaser in a Notice of Exercise. As long as the Registration Statement contemplated by the Registration Rights Agreement shall remain effective, the shares of Common Stock issuable hereunder upon the exercise of any Warrants shall be issued to any transferee of such shares from a Purchaser Purchaser, including transferee’s of such shares pursuant to an effective registration statement, without any restrictive legend. The Company further warrants and agrees that no instructions other than the these instructions contained herein or in the Irrevocable Instructions and Escrow Agreement have been or will be given to the Transfer Agentits transfer agent. Nothing in this Section 6.11 7.11 shall affect in any way a Purchaser's ’s obligation to comply with all securities laws applicable to such Purchaser upon resale of such shares of Common Stock, including any prospectus delivery requirements.