Additional Commitment Shares. In addition to the issuance of the Initial Commitment Shares pursuant to Section 10.1(ii)(a) above, not later than 4:00 p.m. (New York City time) on the earlier of (i) the Trading Day on which the Company shall have received from the Investor total aggregate cash proceeds equal to $500,000 as payment for all VWAP Purchase Share Amounts and Intraday VWAP Purchase Share Amounts purchased by the Investor in all VWAP Purchases, Additional VWAP Purchases and Intraday VWAP Purchases (as applicable) effected pursuant to this Agreement, and (ii) ninety (90) days from the date of this Agreement, the Company shall deliver irrevocable instructions to its transfer agent to electronically issue and deliver to the Investor or its designee(s) (in which case such designee(s) name shall have been provided to the Company prior to such Trading Day) the Additional Commitment Shares, so that such Additional Commitment Shares are received by the Investor as DWAC Shares not later than 10:00 a.m. (New York City time) on the next Trading Day. For the avoidance of doubt, such Additional Commitment Shares shall be fully earned as of the date on which they are issuable pursuant to this Section 10.1(ii)(b), regardless of whether any further VWAP Purchases, Additional VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement. All of the Additional 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.
Additional Commitment Shares. On the date which is sixty (60) days after the Effective Date, (unless this Agreement has been terminated by the Company pursuant to 8.1(a) prior to such 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 sixty second (62) day immediately following the Effective Date, a certificate representing the Additional 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 Effective Date). Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 10.7 hereof. For the avoidance of doubt, all of the Additional Commitment Shares shall be fully earned as of the date required for delivery above, regardless of whether any Put Notices are issued by the Company or settled hereunder. Upon issuance, the Additional Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and shall bear the restrictive legend set forth below in subsection (c) of this Section 10.2. The Additional Commitment Shares shall not constitute Registrable Securities and shall not be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement
Additional Commitment Shares. 90 calendar days following the consummation of the Merger, the Company shall issue to the Transfer Agent (and any subsequent transfer agent) irrevocable instructions, in substantially the form agreed to prior to the date hereof, to issue the Additional Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Additional Transfer Agent Instructions”). All Additional Commitment Shares to be issued to or for the benefit of the Investor pursuant to this Agreement shall be issued as DWAC Shares. The Company warrants to the Investor that, while the Agreement is effective, no instruction other than the Irrevocable Additional Transfer Agent Instructions referred to in this Section 6 will be given by the Company to the Transfer Agent with respect to the Additional Commitment Shares, and the Additional Commitment Shares shall otherwise be freely transferable on the books and records of the Company. Notwithstanding anything to the contrary in this Section 6(b), to the extent the Additional Commitment Shares are issued prior to the effectiveness of the Registration Statement, the certificate or book-entry statement(s) representing the Additional Commitment Shares shall bear the same restrictive legend as the Initial Commitment Shares and as referenced in Section 6(a) above.
Additional Commitment Shares. 7.1 Subject to Section 7.2, the Company shall issue to Purchaser (or an entity affiliated with Purchaser, as designated by Purchaser) such number of shares of the Company’s common stock equal to an aggregate of (A) 1,250,000 divided by the Amendment Closing Price minus (B) 739,645 (such shares, the “Additional Commitment Shares”). The Additional Commitment Shares shall be issued upon the Additional Commitment Shares Stockholder Approval (it being acknowledged that the Company previously obtained stockholder approval as required by, and in accordance with, the applicable Listing Rules for the issuance of the Original Commitment Shares).
Additional Commitment Shares. Upon the Effective 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 business day immediately following the Effective Date, a certificate representing the Additional 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 Effective Date). Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 10.7 hereof. For the avoidance of doubt, all of the Additional Commitment Shares shall be fully earned as of the date required for delivery above, regardless of whether any Put Notices are issued by the Company or settled hereunder. Upon issuance, the Additional Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and shall bear the restrictive legend set forth below in subsection (d) of this Section 10.1. The Additional Commitment Shares shall not constitute Registrable Securities and shall not be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement. The Company shall deliver a copy of the Company’s issuance resolution authorizing the issuance of the Additional Commitment Shares to the Investor contemporaneously with issuance of the Additional Commitment Shares.
Additional Commitment Shares. On the first date the Company has sold over $10,000,000 Purchase Shares to the Investor, the Company shall issue to the Transfer Agent (and any subsequent transfer agent) irrevocable instructions, in substantially the form agreed to prior to the date hereof, to issue the Additional Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Additional Transfer Agent Instructions”). All Additional Commitment Shares to be issued to or for the benefit of the Investor pursuant to this Agreement shall be issued as DWAC Shares. The Company warrants to the Investor that, while the Agreement is effective, no instruction other than the Irrevocable Additional Transfer Agent Instructions referred to in this Section 6 will be given by the Company to the Transfer Agent with respect to the Additional Commitment Shares, and the Additional Commitment Shares shall otherwise be freely transferable on the books and records of the Company.
Additional Commitment Shares. In consideration for the Investor's execution and delivery of this Amendment, concurrently with the execution and delivery of this Amendment on the Amendment Date, the Company shall deliver irrevocable instructions to its transfer agent to electronically transfer 56,796 shares (such number of shares representing (i) $58,500, or 1.5% of the additional Total Commitment amount of $3,900,000, divided by (ii) $1.03) of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (the "Additional Commitment Shares") to the Investor, not later than 4:00 p.m. (New York time) on the Trading Day immediately following the Amendment Date, by crediting the Investor's or its designees' account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, which Additional Commitment Shares shall be issued pursuant to the Registration Statement and without any restriction on resale. For the avoidance of doubt, all of the Additional Commitment Shares shall be fully earned as of the Amendment Date, regardless of whether any further Fixed Requests are issued by the Company or settled under the Agreement, as amended by this Amendment.
Additional Commitment Shares. Within five (5) Trading Days after the Measurement Condition (as defined below) has been satisfied, the Company shall deliver to the Buyer a number of shares of Common Stock (the "Additional Commitment Shares") equal to: 12% of $4,000,000 divided by the lower of (A) the arithmetic average of the Closing Sale Prices (as defined in the Equity Purchase Agreement) of the Common Stock for the five (5) consecutive Trading Days immediately preceding the Trading Day which is two (2) Trading Days prior to the Closing Date and (B) the arithmetic average of the Closing Sale Prices of the Common Stock for the five (5) consecutive Trading Days immediately preceding the date hereof. The issuance of the Additional Commitment Shares in such case shall be registered under the 1933 Act on the Registration Statement referred to in the first sentence of Section 4(a) hereof. The Additional Commitment Shares shall be freely transferable to the extent provided in this Agreement and the Registration Rights Agreement subject to the provisions of Section 4(f) hereof. The number of Additional Commitment Shares shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The "Measurement Condition" means (i) when the Company has received at least $8,000,100 from the sale of shares of Common Stock to the Buyer under the Equity Purchase Agreement, (ii) at any time prior to the end of the eighth Monthly Period (as defined in the Equity Purchase Agreement) when the Company has received at least $6,000,000 from the sale of shares of Common Stock to the Buyer under the Equity Purchase Agreement so long as the average Conversion Price (as defined in the Equity Purchase Agreement) per share is at least equal to the Minimum Price or (iii) upon termination by the Company of the Equity Purchase Agreement if the Company terminates the Equity Purchase Agreement at any time prior to the end of the eighth Monthly Period for any reason other than solely as a result of a material breach or material default of the Buyer's obligations thereunder. Such $6,000,000 shall be reduced by $750,000 (less the amount actually converted for such Monthly Period) for every Monthly Period during which a Conversion Suspension Notice (as defined in the Equity Purchase Agreement) is in effect. The "Minimum Price" means at the option of the Buyer either: (1) $4.00, or (2) an average of $3.00 for Conversion Shares issued during Monthly Periods one ...
Additional Commitment Shares. If this Note shall not have been paid in full as provided herein on or prior to the Later Payment Date, then the Company shall issue and deliver to the Holder in accordance with the Purchase Agreement as number of shares of Common Stock equal to the Original Principal Amount of this Note and the Additional Commitment Shares Ratio (as defined in the Purchase Agreement.
Additional Commitment Shares. In consideration for agreeing to the terms of this Agreement and no additional consideration at such time of issuance, the Company shall deliver to the Purchaser, a number of shares of Common Stock equal to:
