TRANSFER AGENT INSTRUCTION LETTER Sample Clauses

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.
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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...
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TRANSFER AGENT INSTRUCTION LETTER. The Company shall have received a copy of a letter to OAC’s transfer agent, duly executed by OAC, providing irrevocable instructions to issue the Merger Consideration to the holders of Company Securities in accordance with the terms of this Agreement.
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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.
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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.
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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 Xxxxxxxx in accordance with the terms of this Agreement.
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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) Xxxxx Transfer Company Inc., a Georgia corporation, (iii) Xxxxx Transfer Logistics Inc., a Georgia corporation, (iv) B & G Leasing, L.L.C., a Georgia limited liability company, (v) Xxxxxxx X. Xxxxx, a resident of the state of Florida, (vi) Xxxxxx Xxxx Xxxxx, a resident of the state of Georgia, (vii) Xxxx Xxxx Xxxxx, a resident of the state of Georgia, and (viii) Xxxx Xxxxxxxxxx, 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: Xxxxx X. Xxxx Title: President and Chief Executive Officer Schedule I Restricted Book Entry Instructions Name Number of Shares Xxxx Xxxx Xxxxx 41,783 Exhibit C Seller Consideration Allocation Xxxxxxx X. Xxxxx – 42.5 percent Xxxxxx Xxxx Xxxxx – 42.5 percent Xxxx Xxxx Xxxxx – 15 percent Exhibit D ASSIGNMENT OF MEMBERSHIP INTERESTS 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 Xxxxxxxxx...
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Related to TRANSFER AGENT INSTRUCTION LETTER

  • Transfer Agent Instructions The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company, at the cost of the Buyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

  • Payment Instructions Agent shall have received written instructions from Borrowing Agent directing the application of proceeds of the initial Advances made pursuant to this Agreement;

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