Common use of Authorized Agent of the Company Clause in Contracts

Authorized Agent of the Company. The Company hereby irrevocably appoints the Lender and its counsel and its representatives, each as the Company’s duly authorized agent and attorney-in-fact for the Company for the purposes of authorizing and instructing the Transfer Agent to process issuances and transfers upon instructions from Lender, or any counsel or representatives of Lender, as specifically contemplated herein. The authorization and power of attorney granted hereby is coupled with an interest and is irrevocable so long as any obligations of the Company under the Credit Agreement remain outstanding, and so long as the Lender owns or has the right to receive, any Shares thereunder. In this regard, the Transfer Agent agrees as follows: (a) The Transfer Agent shall accept and rely exclusively on any Notice submitted by the Lender and shall not seek confirmation and/or instructions from the Company to process any Notice, or any other instruction or order from the Lender that, pursuant to the terms hereof, does not require confirmation or instruction from the Company. (b) The Transfer Agent shall accept and rely exclusively on the opinions of counsel and other documentation submitted by the Lender for the removal of any restrictive legends as contemplated by this Agreement, and Transfer Agent shall not seek confirmation and/or instructions from the Company to process such submissions by the Lender. (c) The Transfer Agent shall have no liability to the Company hereunder for relying or acting on instructions from the Lender as hereby contemplated. Any Notice or other instruction or request made by Lender hereunder, for removal of restrictive legends or otherwise, together with any supporting documentation delivered hereunder, shall constitute an irrevocable instruction to the Transfer Agent to process such notice or instruction in accordance with the terms thereof, and the Company hereby indemnifies and holds the Transfer Agent forever harmless of and from any action taken by the Transfer Agent in reliance upon instructions of the Lender as hereby provided. Any notices, instructions, opinions or other documents required hereunder may be transmitted by the Lender to the Transfer Agent by facsimile, e-mail or any other commercially reasonable method. (d) The Company hereby confirms to the Transfer Agent and the Lender that it can NOT and will NOT give instructions, including stop orders or otherwise, inconsistent with the terms of this Agreement with regard to the matters contemplated herein, and Transfer Agent agrees and acknowledges that, even if the Company gives any such inconsistent instructions or orders, Transfer Agent shall disregard such instructions or orders and will not abide by any such instructions or orders, and Transfer Agent will act in accordance with the Lender’s instructions as hereby contemplated and permitted once the Company, as a client of the Transfer Agent, has executed this Agreement. (e) The Company shall not be entitled to, nor will the Transfer Agent grant a suspension or delay in undertaking of its obligations hereunder for any time period in order for the Company to review any matters contemplated herein with its counsel, to obtain a court order or its equivalent in order to prevent the Transfer Agent from acting hereunder, or to otherwise allow the Company, through any tactic, maneuver, or strategy, to impair, hinder, delay or prevent Transfer Agent from acting in accordance with the Lender’s instructions as hereby contemplated and permitted within the time periods herein provided once the Company has executed this Agreement. (f) The Company and the Transfer Agent hereby acknowledge and confirm that Transfer Agent’s compliance with the terms of this Agreement does not and will not in any way prohibit the Transfer Agent from satisfying any and all responsibilities and duties it may owe to the Company. (g) The Transfer Agent, within one (1) business day after request of the Lender, and without instruction or confirmation by the Company, will provide to the Lender the total number of authorized shares of the Company’s Common Stock as well as the current outstanding shares of the Company’s Common Stock as of the date of the request.

Authorized Agent of the Company. (a) The Company hereby irrevocably appoints the Lender and its counsel and its representatives, each Buyer Escrow Agent as the Company’s a duly authorized agent and attorney-in-fact for of the Company for the purposes of authorizing and instructing the Transfer Agent to process issuances and transfers upon instructions from Lender, or any counsel or representatives of Lender, as specifically contemplated herein. The authorization and power of attorney granted hereby is coupled with an interest and is irrevocable so long as any obligations of the Company under the Credit Agreement remain outstanding, and so long as the Lender owns or has the right to receive, any Shares thereunder. In this regard, the Transfer Agent agrees as follows:. (ab) The Transfer Agent shall accept and rely exclusively on any the Conversion Notice, the Escrow Notice, the Exercise Notice or the Escrowed Shares submitted by the Lender Buyer(s) and shall not seek confirmation and/or instructions from the Company to process any the Conversion Notice, the Escrow Notice, or any other instruction the Exercise Notice or order from the Lender that, pursuant to issuance of the terms hereof, does not require confirmation Escrowed Shares with or instruction from the Companywithout Legends. (bc) The Transfer Agent shall accept and rely exclusively on the opinions of counsel and other documentation submitted by the Lender Buyer(s) for the removal of any the restrictive legends as contemplated by this Agreement, hereunder and Transfer Agent shall not seek confirmation and/or instructions from the Company to process such submissions submission by the LenderBuyer(s). (cd) The Transfer Agent shall have no liability to the Company hereunder for relying or acting on instructions from the Lender as hereby contemplatedsuch instructions. Any Conversion Notice, Escrow Notice, Exercise Notice or other instruction or request made by Lender hereunder, for removal of restrictive legends or otherwise, together with any and such supporting documentation delivered hereunder, hereunder shall constitute an irrevocable instruction to the Transfer Agent to process such notice or instruction notices in accordance with the terms thereof, and the Company hereby indemnifies and holds the Transfer Agent forever harmless of and from any action taken by the Transfer Agent in reliance upon instructions of the Lender as hereby provided. Any notices, instructions, opinions Such notice or other documents required hereunder notices may be transmitted by the Lender to the Transfer Agent by facsimile, e-mail facsimile or any other commercially reasonable method. (de) The Company hereby confirms to the Transfer Agent and the Lender Buyers that it can NOT and will NOT give instructions, including stop orders or otherwise, inconsistent with the terms of this Agreement other than as contemplated herein to Transfer Agent with regard to the matters issuances contemplated herein, and Transfer Agent agrees and acknowledges that, even if . (f) In the event that the Company gives any such inconsistent provides instructions or orders, Transfer Agent shall disregard such instructions or orders and will not abide by any such instructions or orders, and Transfer Agent will act in accordance with the Lender’s instructions as hereby contemplated and permitted once the Company, as a client of contrary to this Agreement to the Transfer Agent, has executed this Agreementincluding but not limited to stop orders, the Transfer Agent will disregard any contrary instructions, including but not limited to stop orders, submitted by or on behalf of the Company and act according to such instructions provided by the Buyer and according the time requirements set forth herein. (eg) The Company shall not be entitled to, to nor will the Transfer Agent grant a suspension or delay in undertaking of its the obligations hereunder for any time period in order for the Company to review any matters contemplated herein with its counsel, to obtain a court order or its equivalent in order to prevent the Transfer Agent from acting hereunder, or to otherwise allow the Company, through any tactic, maneuver, or strategy, to impair, hinder, delay or prevent Transfer Agent from acting in accordance with the Lender’s instructions as hereby contemplated and permitted within the time periods herein provided once the Company has executed this Agreement. (fh) The Company and the Transfer Agent hereby acknowledge and confirm that Transfer Agent’s compliance complying with the terms of this Agreement does not and will shall not in any way prohibit the Transfer Agent from satisfying any and all fiduciary responsibilities and duties it may owe to the Company. (gi) The Transfer Agent, within one (1) business day after upon request of the Lender, Buyer(s) and without with out instruction or confirmation by the Company, will provide to the Lender Buyer(s) the total number of authorized shares of the Company’s Common Stock as well as the current outstanding shares of the Company’s Common Stock as of the date of the request.

Authorized Agent of the Company. (a) The Company hereby irrevocably appoints the Lender and its counsel and its representatives, each Buyer Escrow Agent as the Company’s a duly authorized agent and attorney-in-fact for of the Company for the purposes of authorizing and instructing the Transfer Agent to process issuances and transfers upon instructions from Lender, or any counsel or representatives of Lender, as specifically contemplated herein. The authorization and power of attorney granted hereby is coupled with an interest and is irrevocable so long as any obligations of the Company under the Credit Agreement remain outstanding, and so long as the Lender owns or has the right to receive, any Shares thereunder. In this regard, the Transfer Agent agrees as follows:. (a) The Transfer Agent shall accept and rely exclusively on any the Conversion Notice, the Escrow Notice, the Exercise Notice or the Escrowed Shares submitted by the Lender Buyer(s) and shall not seek confirmation and/or instructions from the Company to process any the Conversion Notice, the Escrow Notice, or any other instruction or order from the Lender that, pursuant to the terms hereof, does not require confirmation or instruction from the CompanyExercise Notice. (b) The In the event that Company's counsel refuses or fails to render an opinion, the Transfer Agent shall accept and rely exclusively on the opinions of counsel and other documentation submitted by the Lender Buyer(s) for the removal of any the restrictive legends as contemplated by this Agreement, hereunder and Transfer Agent shall not seek confirmation and/or instructions from the Company to process such submissions submission by the LenderBuyer(s). (c) The Transfer Agent shall have no liability to the Company hereunder for relying or acting on instructions from the Lender as hereby contemplatedsuch instructions. Any Conversion Notice, Escrow Notice, Exercise Notice or other instruction or request made by Lender hereunder, for removal of restrictive legends or otherwise, together with any and such supporting documentation delivered hereunder, hereunder shall constitute an irrevocable instruction to the Transfer Agent to process such notice or instruction notices in accordance with the terms thereof, and the Company hereby indemnifies and holds the Transfer Agent forever harmless of and from any action taken by the Transfer Agent in reliance upon instructions of the Lender as hereby provided. Any notices, instructions, opinions Such notice or other documents required hereunder notices may be transmitted by the Lender to the Transfer Agent by facsimile, e-mail facsimile or any other commercially reasonable method. (d) The Company hereby confirms to the Transfer Agent and the Lender Buyers that it can NOT and will NOT give instructions, including stop orders or otherwise, inconsistent with the terms of this Agreement other than as contemplated herein to Transfer Agent with regard to the matters issuances contemplated herein, and Transfer Agent agrees and acknowledges that, even if . (e) In the event that the Company gives any such inconsistent provides instructions or orders, Transfer Agent shall disregard such instructions or orders and will not abide by any such instructions or orders, and Transfer Agent will act in accordance with the Lender’s instructions as hereby contemplated and permitted once the Company, as a client of contrary to this Agreement to the Transfer Agent, has executed this Agreementincluding but not limited to stop orders, the Transfer Agent will disregard any contrary instructions, including but not limited to stop orders, submitted by or on behalf of the Company and act according to such instructions provided by the Buyer and according the time requirements set forth herein. (ef) The Company shall not be entitled to, to nor will the Transfer Agent grant a suspension or delay in undertaking of its the obligations hereunder for any time period in order for the Company to review any matters contemplated herein with its counsel, to obtain a court order or its equivalent in order to prevent the Transfer Agent from acting hereunder, or to otherwise allow the Company, through any tactic, maneuver, or strategy, to impair, hinder, delay or prevent Transfer Agent from acting in accordance with the Lender’s instructions as hereby contemplated and permitted within the time periods herein provided once the Company has executed this Agreement. (fg) The Company and the Transfer Agent hereby acknowledge and confirm that Transfer Agent’s compliance complying with the terms of this Agreement does not and will shall not in any way prohibit the Transfer Agent from satisfying any and all fiduciary responsibilities and duties it may owe to the Company. (gh) The Transfer Agent, within one (1) business day after upon request of the Lender, Buyer(s) and without with out instruction or confirmation by the Company, will provide to the Lender Buyer(s) the total number of authorized shares of the Company’s Common Stock as well as the current outstanding shares of the Company’s Common Stock as of the date of the request.

Authorized Agent of the Company. The Company hereby irrevocably appoints the Lender and its counsel and its representatives, each as the Company’s duly authorized agent and attorney-in-fact for the Company for the purposes of authorizing and instructing the Transfer Agent to process issuances and transfers upon instructions from Lender, or any counsel or representatives of Lender, as specifically contemplated herein. The authorization and power of attorney granted hereby is coupled with an interest and is irrevocable so long as any obligations of the Company under the Credit Purchase Agreement remain outstanding, and so long as the Lender owns or has the right to receive, any Shares thereunder. In this regard, the Transfer Agent agrees as follows: (a) : The Transfer Agent shall accept and rely exclusively on any Notice submitted by the Lender and shall not seek confirmation and/or instructions from the Company to process any Notice, or any other instruction or order from the Lender that, pursuant to the terms hereof, does not require confirmation or instruction from the Company. (b) . The Transfer Agent shall accept and rely exclusively on the opinions of counsel and other documentation submitted by the Lender for the removal of any restrictive legends as contemplated by this Agreement, and Transfer Agent shall not seek confirmation and/or instructions from the Company to process such submissions by the Lender. (c) . The Transfer Agent shall have no liability to the Company hereunder for relying or acting on instructions from the Lender as hereby contemplated. Any Notice or other instruction or request made by Lender hereunder, for removal of restrictive legends or otherwise, together with any supporting documentation delivered hereunder, shall constitute an irrevocable instruction to the Transfer Agent to process such notice or instruction in accordance with the terms thereof, and the Company hereby indemnifies and holds the Transfer Agent forever harmless of and from any action taken by the Transfer Agent in reliance upon instructions of the Lender as hereby provided. Any notices, instructions, opinions or other documents required hereunder may be transmitted by the Lender to the Transfer Agent by facsimile, e-mail or any other commercially reasonable method. (d) . The Company hereby confirms to the Transfer Agent and the Lender that it can NOT and will NOT give instructions, including stop orders or otherwise, inconsistent with the terms of this Agreement with regard to the matters contemplated herein, and Transfer Agent agrees and acknowledges that, even if the Company gives any such inconsistent instructions or orders, Transfer Agent shall disregard such instructions or orders and will not abide by any such instructions or orders, and Transfer Agent will act in accordance with the Lender’s instructions as hereby contemplated and permitted once the Company, as a client of the Transfer Agent, has executed this Agreement. (e) . The Company shall not be entitled to, nor will the Transfer Agent grant a suspension or delay in undertaking of its obligations hereunder for any time period in order for the Company to review any matters contemplated herein with its counsel, to obtain a court order or its equivalent in order to prevent the Transfer Agent from acting hereunder, or to otherwise allow the Company, through any tactic, maneuver, or strategy, to impair, hinder, delay or prevent Transfer Agent from acting in accordance with the Lender’s instructions as hereby contemplated and permitted within the time periods herein provided once the Company has executed this Agreement. (f) . The Company and the Transfer Agent hereby acknowledge and confirm that Transfer Agent’s compliance with the terms of this Agreement does not and will not in any way prohibit the Transfer Agent from satisfying any and all responsibilities and duties it may owe to the Company. (g) . The Transfer Agent, within one (1) business day after request of the Lender, and without instruction or confirmation by the Company, will provide to the Lender the total number of authorized shares of the Company’s Common Stock as well as the current outstanding shares of the Company’s Common Stock as of the date of the request.

Authorized Agent of the Company. (a) The Company hereby irrevocably appoints the Lender and its counsel and its representatives, each Investor as the Company’s a duly authorized agent and attorney-in-fact for of the Company for the purposes of authorizing and instructing the Transfer Agent to process issuances and transfers upon instructions from Lender, or any counsel or representatives of Lender, as specifically contemplated herein. The authorization and power of attorney granted hereby is coupled with an interest and is irrevocable so long as any obligations of the Company under the Credit Agreement remain outstanding, and so long as the Lender owns or has the right to receive, any Shares thereunder. In this regard, the Transfer Agent agrees as follows:. (ab) The Transfer Agent shall accept and rely exclusively on any the Conversion Notice or Exercise Notice submitted by the Lender Investor and shall not seek confirmation and/or instructions from the Company to process any the Conversion Notice, the Exercise Notice or any other instruction or order from the Lender that, pursuant to the terms hereof, does not require confirmation or instruction from the Companyissuance thereto without restrictive legends. (bc) The Transfer Agent shall accept and rely exclusively on the opinions of counsel and other documentation submitted by the Lender Investor for the removal of any the restrictive legends as contemplated by this Agreement, hereunder and Transfer Agent shall not seek confirmation and/or instructions from the Company to process such submissions submission by the LenderInvestor. (cd) The Transfer Agent shall have no liability to the Company hereunder for relying or acting on instructions from the Lender as hereby contemplatedsuch instructions. Any Conversion Notice, Exercise Notice or other instruction or request made by Lender hereunder, for removal of restrictive legends or otherwise, together with any and such supporting documentation delivered hereunder, hereunder shall constitute an irrevocable instruction to the Transfer Agent to process such notice or instruction notices in accordance with the terms thereof, and the Company hereby indemnifies and holds the Transfer Agent forever harmless of and from any action taken by the Transfer Agent in reliance upon instructions of the Lender as hereby provided. Any notices, instructions, opinions Such notice or other documents required hereunder notices may be transmitted by the Lender to the Transfer Agent by facsimile, e-mail facsimile or any other commercially reasonable method. (de) The Company hereby confirms to the Transfer Agent and the Lender Investor that it can NOT and will NOT give instructions, including stop orders or otherwise, inconsistent with the terms of this Agreement other than as contemplated herein to Transfer Agent with regard to the matters issuances contemplated herein, and Transfer Agent agrees and acknowledges that, even if . (f) In the event that the Company gives any such inconsistent provides instructions or orders, Transfer Agent shall disregard such instructions or orders and will not abide by any such instructions or orders, and Transfer Agent will act in accordance with the Lender’s instructions as hereby contemplated and permitted once the Company, as a client of contrary to this Agreement to the Transfer Agent, has executed this Agreementincluding but not limited to stop orders, the Transfer Agent will disregard any contrary instructions, including but not limited to stop orders, submitted by or on behalf of the Company and act according to such instructions provided by the Investor and according the time requirements set forth herein. (e) The Company shall not be entitled to, nor will the Transfer Agent grant a suspension or delay in undertaking of its obligations hereunder for any time period in order for the Company to review any matters contemplated herein with its counsel, to obtain a court order or its equivalent in order to prevent the Transfer Agent from acting hereunder, or to otherwise allow the Company, through any tactic, maneuver, or strategy, to impair, hinder, delay or prevent Transfer Agent from acting in accordance with the Lender’s instructions as hereby contemplated and permitted within the time periods herein provided once the Company has executed this Agreement. (fg) The Company and the Transfer Agent hereby acknowledge and confirm that Transfer Agent’s compliance complying with the terms of this Agreement does not and will shall not in any way prohibit the Transfer Agent from satisfying any and all fiduciary responsibilities and duties it may owe to the Company. (gh) The Transfer Agent, within one (1) business day after upon request of the Lender, Investor and without instruction or confirmation by the Company, will provide to the Lender Investor the total number of authorized shares of the Company’s Common Stock as well as the current outstanding shares of the Company’s Common Stock as of the date of the request.

Authorized Agent of the Company. (a) The Company hereby irrevocably appoints the Lender and its counsel and its representatives, each Investor as the Company’s a duly authorized agent and attorney-in-fact for of the Company for the purposes of authorizing and instructing the Transfer Agent to process issuances and transfers upon instructions from Lender, or any counsel or representatives of Lender, as specifically contemplated herein. The authorization and power of attorney granted hereby is coupled with an interest and is irrevocable so long as any obligations of the Company under the Credit Agreement remain outstanding, and so long as the Lender owns or has the right to receive, any Shares thereunder. In this regard, the Transfer Agent agrees as follows:. (ab) The Transfer Agent shall accept and rely exclusively on any the Conversion Notice submitted by the Lender Investor and shall not seek confirmation and/or instructions from the Company to process any Notice, the Conversion Notice or any other instruction or order from the Lender that, pursuant to the terms hereof, does not require confirmation or instruction from the Companyissuance thereto without restrictive legends. (bc) The Transfer Agent shall accept and rely exclusively on the opinions of counsel and other documentation submitted by the Lender Investor for the removal of any the restrictive legends as contemplated by this Agreement, hereunder and Transfer Agent shall not seek confirmation and/or instructions from the Company to process such submissions submission by the LenderInvestor. (cd) The Transfer Agent shall have no liability to the Company hereunder for relying or acting on instructions from the Lender as hereby contemplatedsuch instructions. Any Conversion Notice or other instruction or request made by Lender hereunder, for removal of restrictive legends or otherwise, together with any and such supporting documentation delivered hereunder, hereunder shall constitute an irrevocable instruction to the Transfer Agent to process such notice or instruction notices in accordance with the terms thereof, and the Company hereby indemnifies and holds the Transfer Agent forever harmless of and from any action taken by the Transfer Agent in reliance upon instructions of the Lender as hereby provided. Any notices, instructions, opinions Such notice or other documents required hereunder notices may be transmitted by the Lender to the Transfer Agent by facsimile, e-mail facsimile or any other commercially reasonable method. (de) The Company hereby confirms to the Transfer Agent and the Lender Investor that it can NOT and will NOT give instructions, including stop orders or otherwise, inconsistent with the terms of this Agreement other than as contemplated herein to Transfer Agent with regard to the matters issuances contemplated herein, and Transfer Agent agrees and acknowledges that, even if . (f) In the event that the Company gives any such inconsistent provides instructions or orders, Transfer Agent shall disregard such instructions or orders and will not abide by any such instructions or orders, and Transfer Agent will act in accordance with the Lender’s instructions as hereby contemplated and permitted once the Company, as a client of contrary to this Agreement to the Transfer Agent, has executed this Agreementincluding but not limited to stop orders, the Transfer Agent will disregard any contrary instructions, including but not limited to stop orders, submitted by or on behalf of the Company and act according to such instructions provided by the Investor and according the time requirements set forth herein. (e) The Company shall not be entitled to, nor will the Transfer Agent grant a suspension or delay in undertaking of its obligations hereunder for any time period in order for the Company to review any matters contemplated herein with its counsel, to obtain a court order or its equivalent in order to prevent the Transfer Agent from acting hereunder, or to otherwise allow the Company, through any tactic, maneuver, or strategy, to impair, hinder, delay or prevent Transfer Agent from acting in accordance with the Lender’s instructions as hereby contemplated and permitted within the time periods herein provided once the Company has executed this Agreement. (fg) The Company and the Transfer Agent hereby acknowledge and confirm that Transfer Agent’s compliance complying with the terms of this Agreement does not and will shall not in any way prohibit the Transfer Agent from satisfying any and all fiduciary responsibilities and duties it may owe to the Company. (gh) The Transfer Agent, within one (1) business day after upon request of the Lender, Investor and without instruction or confirmation by the Company, will provide to the Lender Investor the total number of authorized shares of the Company’s Common Stock as well as the current outstanding shares of the Company’s Common Stock as of the date of the request.

Authorized Agent of the Company. (a) The Company hereby irrevocably appoints the Lender and its counsel and its representatives, each Buyer Escrow Agent as the Company’s a duly authorized agent and attorney-in-fact for of the Company for the purposes of authorizing and instructing the Transfer Agent to process issuances and transfers upon instructions from Lender, or any counsel or representatives of Lender, as specifically contemplated herein. The authorization and power of attorney granted hereby is coupled with an interest and is irrevocable so long as any obligations of the Company under the Credit Agreement remain outstanding, and so long as the Lender owns or has the right to receive, any Shares thereunder. In this regard, the Transfer Agent agrees as follows:. (a) i. The Transfer Agent shall accept and rely exclusively on any the Exercise Notice submitted by the Lender Buyer(s) and shall not seek confirmation and/or instructions from the Company to process any Notice, the Exercise Notice with or any other instruction or order from the Lender that, pursuant to the terms hereof, does not require confirmation or instruction from the Companywithout Legends. (b) ii. The Transfer Agent shall accept and rely exclusively on the opinions of counsel and other documentation submitted by the Lender Buyer(s) for the removal of any the restrictive legends as contemplated by this Agreement, hereunder and Transfer Agent shall not seek confirmation and/or instructions from the Company to process such submissions submission by the LenderBuyer(s). (c) iii. The Transfer Agent shall have no liability to the Company hereunder for relying or acting on instructions from the Lender as hereby contemplatedsuch instructions. Any Exercise Notice or other instruction or request made by Lender hereunder, for removal of restrictive legends or otherwise, together with any and such supporting documentation delivered hereunder, hereunder shall constitute an irrevocable instruction to the Transfer Agent to process such notice or instruction notices in accordance with the terms thereof, and the Company hereby indemnifies and holds the Transfer Agent forever harmless of and from any action taken by the Transfer Agent in reliance upon instructions of the Lender as hereby provided. Any notices, instructions, opinions Such notice or other documents required hereunder notices may be transmitted by the Lender to the Transfer Agent by facsimile, e-mail facsimile or any other commercially reasonable method. (d) iv. The Company hereby confirms to the Transfer Agent and the Lender Buyers that it can NOT and will NOT give instructions, including stop orders or otherwise, inconsistent with the terms of this Agreement other than as contemplated herein to Transfer Agent with regard to the matters issuances contemplated herein, and Transfer Agent agrees and acknowledges that, even if . v. In the event that the Company gives any such inconsistent provides instructions or orders, Transfer Agent shall disregard such instructions or orders and will not abide by any such instructions or orders, and Transfer Agent will act in accordance with the Lender’s instructions as hereby contemplated and permitted once the Company, as a client of contrary to this Agreement to the Transfer Agent, has executed this Agreementincluding but not limited to stop orders, the Transfer Agent will disregard any contrary instructions, including but not limited to stop orders, submitted by or on behalf of the Company and act according to such instructions provided by the Buyer and according the time requirements set forth herein. (e) vi. The Company shall not be entitled to, to nor will the Transfer Agent grant a suspension or delay in undertaking of its the obligations hereunder for any time period in order for the Company to review any matters contemplated herein with its counsel, to obtain a court order or its equivalent in order to prevent the Transfer Agent from acting hereunder, or to otherwise allow the Company, through any tactic, maneuver, or strategy, to impair, hinder, delay or prevent Transfer Agent from acting in accordance with the Lender’s instructions as hereby contemplated and permitted within the time periods herein provided once the Company has executed this Agreement. (f) vii. The Company and the Transfer Agent hereby acknowledge and confirm that Transfer Agent’s compliance complying with the terms of this Agreement does not and will shall not in any way prohibit the Transfer Agent from satisfying any and all responsibilities and duties it may owe to the Company. (g) viii. The Transfer Agent, within one (1) business day after upon request of the Lender, Buyer(s) and without with out instruction or confirmation by the Company, will provide to the Lender Buyer(s) the total number of authorized shares of the Company’s Common Stock as well as the current outstanding shares of the Company’s Common Stock as of the date of the request.