TRANSFER AGENT INSTRUCTION LETTER Clause Samples

TRANSFER AGENT INSTRUCTION LETTER. BIG shall have received a copy of a letter to Hightimes’s transfer agent, duly executed by Hightimes, providing irrevocable instructions to issue the Hightimes Common Stock included in Merger Consideration to ▇▇▇▇▇▇▇▇ in accordance with the terms of this Agreement.

TRANSFER AGENT INSTRUCTION LETTER. The Transfer Agent Instruction Letter shall have been executed and delivered by the Company to the Transfer Agent and acknowledged and agreed to in writing by the Transfer Agent.

TRANSFER AGENT INSTRUCTION LETTER. To Whom It May Concern: In accordance with that certain Equity Purchase Agreement (the "Agreement") dated as of October 18, 2018, by and among (i) USA Truck, Inc., a Delaware corporation (“Buyer”); (ii) ▇▇▇▇▇ Transfer Company Inc., a Georgia corporation, (iii) ▇▇▇▇▇ Transfer Logistics Inc., a Georgia corporation, (iv) B & G Leasing, L.L.C., a Georgia limited liability company, (v) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, a resident of the state of Florida, (vi) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, a resident of the state of Georgia, (vii) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, a resident of the state of Georgia, and (viii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, as Sellers’ Representative, Continental Stock Transfer and Trust Company is hereby authorized and directed to issue shares of Buyer's common stock from Buyer's treasury shares account and issue shares in restricted book entry form for Buyer’s common stock as set forth below: Issue shares in restricted book entry form for the Buyer’s common stock in accordance with Schedule I hereto. All restricted book entry shares delivered pursuant hereto should affix the following legend: "THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO HOLDING PERIODS AND CERTAIN RESTRICTIONS ON SALE CONTAINED IN THAT CERTAIN EQUITY PURCHASE AGREEMENT DATED OCTOBER 18, 2018, AND MAY NOT BE SOLD IN VIOLATION OF SUCH RESTRICTIONS." Very truly yours, USA Truck, Inc. By: ______________________________ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: President and Chief Executive Officer ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 41,783 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ – 42.5 percent ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ – 42.5 percent ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ – 15 percent FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto USA Truck, Inc., a Delaware corporation, 100% of the issued and outstanding membership interests in B & G Leasing, L.L.C., a Georgia limited liability company, free and clear of any and all pledges, liens and encumbrances. The undersigned hereby irrevocably constitutes and appoints each of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Law Firm, P.C., L.L.O. as attorney to transfer the said membership interests on the books of USA Truck, Inc. with full power of substit...

TRANSFER AGENT INSTRUCTION LETTER. The Company shall at all times while any Debentures are outstanding engage a Transfer Agent. As of the date of this Agreement, the Transfer Agent is VStock Transfer, LLC. On or before the Signing Closing Date and each subsequent Closing Date, the Company will irrevocably instruct its Transfer Agent in writing using the letter substantially in the form of Exhibit C annexed hereto, executed by the Company, the Buyer, and the Transfer Agent on each Closing Date (the “Transfer Agent Instruction Letter”), to (i) reserve that number of shares of Common Stock as is required under Section 4(g) hereof, and (ii) issue Common Stock from time to time upon conversion of the Debentures in such amounts as specified from time to time by the Company to the Transfer Agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Act, registered in the name of the Buyer or its permitted assigns and in such denominations to be specified by the Buyer in connection with each conversion of the Debentures. The Transfer Agent shall not be restricted from issuing shares from only the allotment reserved for the Conversion Amount (as defined in the Debentures), but instead may, to the extent necessary to satisfy the amount of shares issuable upon conversion, issue shares above and beyond the amount reserved on account of the Conversion Amount, without any additional instructions or authorization from the Company, and the Company shall not provide the Transfer Agent with any instructions or documentation contrary to the foregoing. The Company shall continuously monitor its compliance with the share reservation requirements and, if and to the extent necessary to increase the number of reserved shares to remain and be at least three hundred percent (300%) of the Conversion Amount to account for any decrease in the market price of the Common Stock, the Company shall immediately (and in any event within two (2) business days) notify the Transfer Agent in writing of the reservation of such additional shares, provided that in the event that the number of shares reserved for conversion of the Debentures is less than three hundred percent (300%) of the Conversion Amount, the Buyer may also directly instruct the Transfer Agent to increase the reserved shares as necessary to satisfy the minimum reserved share requirement, and the Transfer Agent shall act accordingly, provided, further, that the Company shall within two (2) bus...

TRANSFER AGENT INSTRUCTION LETTER. As promptly as possible, but in no case later than two Business Days after an Exchange Election Notice has been duly delivered in accordance with this Section 2.12, NEXT shall deliver to its transfer agent (the “Transfer Agent”) (with a copy to the relevant Designated Holder) an instruction letter instructing the Transfer Agent to issue the Exchange Shares covered by such Exchange Election Notice.

TRANSFER AGENT INSTRUCTION LETTER. The Company shall have executed and delivered to the Transfer Agent an instruction letter in substantially the form attached hereto as Exhibit B (the “Transfer Agent Instruction Letter”), and acknowledged and the Investor and the Transfer Agent shall have countersigned the Transfer Agent Instruction Letter. The Company shall have provided evidence sufficient to the Investor that it has reserved 4,033,417 shares of Common Stock for issuance as Shares pursuant to this Agreement (the “Reserve”). The Company shall have no knowledge of any fact or circumstance that would prevent the Transfer Agent from complying with the terms of the Transfer Agent Instruction Letter.

TRANSFER AGENT INSTRUCTION LETTER. The Company shall have delivered instructions to the Transfer Agent authorizing the issuance of the shares of Common Stock included in the Units purchased by such Purchaser at such Closing.