Common use of Issuance of Common Shares Clause in Contracts

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior to the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Share Purchase Date, upon the Company's receipt of payment in full of the Purchase Price for the Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii), the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued Common Shares, registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior to the Share Purchase Date or Event, an Early Settlement or a Merger Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Share Purchase Contract Settlement Date, upon the Company's Corporation’s receipt of payment in full of the aggregate Purchase Price for the Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to payable on all Outstanding Units in accordance with Section 5.6(b) 5.02 or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii)5.03, the Company Corporation shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued Common Shares, Shares registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders or their designees (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred on or after the Share Purchase Contract Settlement Date, being hereinafter referred to as the "“Purchase Contract Settlement Fund"), ”) to which the Holders are entitled hereunder. Subject to the foregoing, upon following book-entry transfer of a Unit or surrender of a Certificate Certificate, as the case may be, to the Purchase Contract Agent on or after the Share Purchase Contract Settlement Date, Early Settlement Date or the date on which the Fundamental Change Early Settlement Right is exercised, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable Settlement Date (or, if later, the date of such Certificate shall book-entry transfer of the Unit or such surrender of the Certificate) be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing representing, that number of newly issued whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V 5 (after taking into account all Units then held by such Holder) ), together with cash in lieu of fractional shares as provided in Section 5.12 and 5.09 and, in the case of a settlement on the Purchase Contract Settlement Date, any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depository and the Purchase Contract Agent, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of of, or book-entry interests therein shall be transferred to, the Holder or the Holder's ’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registeredregistered or the beneficial owner thereof, no such registration or transfer shall be made unless and until the Person requesting such registration has or transfer shall have paid to the Corporation the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of of, or transfer to a Person other than, the registered Holder of the Certificate evidencing such Certificate Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company Corporation that such tax either has been paid or is not payable.

Issuance of Common Shares. Unless a Termination Event shall have occurred As promptly as practicable on or prior to after the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Share Stock Purchase Date, upon receipt by the Company's receipt Company of payment in full of the Purchase Price aggregate purchase price for the Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article Article, and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii506(b), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued Common Shares, Shares registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Datewith respect thereto, being hereinafter referred to as the "Purchase Contract Settlement Fund"), ) to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Unit Certificate to the Purchase Contract Agent on or after the Share Stock Purchase Date, together with settlement instructions the form of Settlement Instructions thereon duly completed and executed, the Holder of such Unit Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V Five (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 509 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Unit Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by form of Settlement Instructions appearing on the Holder to the Agentsurrendered Unit Certificate. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Unit Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Unit Certificate evidencing such Certificate Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior to No later than three (3) business days following the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on exercise of any Warrant and the Share Purchase Date, upon the Company's receipt of payment in full clearance of the Purchase funds in payment of the Warrant Price for the Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii)3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue and deposit with issue, or cause to be issued, to the AgentRegistered Holder of such Warrant a certificate or certificates or book-entry notations representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full Common Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new book-entry position or countersigned Warrant, as applicable, for the benefit number of shares as to which such Warrant shall not have been exercised or surrendered. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Holders of the Outstanding Units, one or more certificates representing the newly issued Common Shares, registered in the name of the Agent (or its nominee) as custodian for the Holders (Warrants remaining after such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunderexercise. Subject to Notwithstanding the foregoing, upon surrender of a Certificate to the Agent on or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate Company shall be entitled obligated to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled deliver, or cause to receive be delivered, any securities without applicable restrictive legend pursuant to the provisions exercise of this Article V a Warrant and shall have no obligation to settle such Warrant exercise unless (after taking into account all Units then held by such Holdera) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions a registration statement under the Act with respect to the Common Shares issuable upon exercise of such shares constituting part Warrants is then effective and a current prospectus relating to the Common Shares issuable upon exercise of the Purchase Contract Settlement Fund, but without any interest thereon, and Warrants is available for delivery to the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered Registered Holder of the Warrant or (b) in the name opinion of counsel to the Company, the exercise of the Holder or Warrants is exempt from the Holder's designee as specified in the settlement instructions provided by the Holder to the Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that requirements of the registered Holder of Act and such Certificate securities are qualified for sale or has established to the satisfaction exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In no event will the Company that such tax either has been paid or is not payablebe required to net cash settle the Warrant exercise.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior FURTHER RESOLVED, that the Company is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 50,000 Common Shares as Commitment Shares and that upon issuance of the Commitment Shares pursuant to the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurredAgreement, on the Share Purchase DateCommitment Shares will be duly authorized, validly issued and non-assessable; and FURTHER RESOLVED, that the Company is hereby authorized to issue Common Shares upon the Company's receipt purchase of payment Purchase Shares by Lincoln Park under the Purchase Agreement, up to the Available Amount under the Purchase Agreement and otherwise in full accordance with the terms of the Purchase Price for Agreement, and that, upon issuance of the Common Purchase Shares purchased by the Holders pursuant to the foregoing provisions of this Article Purchase Agreement, the Purchase Shares will be duly authorized, validly issued and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii)non-assessable; and FURTHER RESOLVED, that the Company shall issue initially reserve 750,000 Common Shares for issuance as Purchase Shares under the Purchase Agreement. Approval of Actions FURTHER RESOLVED, that, without limiting the foregoing, the Chairman is xxxxxx authorized and deposit directed to proceed on behalf of the Company and to take all such steps as deemed necessary or appropriate, with the Agentadvice and assistance of counsel if necessary, for to cause the benefit Company to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Chairman be, and hereby is, authorized, empowered and directed on behalf of the Holders of the Outstanding Units, one or more certificates representing the newly issued Common Shares, registered and in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund")Company, to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on take or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Agent. If any Common Shares issued in respect of a Purchase Contract are cause to be registered taken all such further actions and to a Person other than execute (including under the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction common seal of the Company if appropriate) and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in his judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by the Chairman of the Company in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects. Omnibus Resolutions FURTHER RESOLVED, that any director or officer of the Company or the Chairman be, and each of them hereby is, authorised to execute (under the common seal of the Company if appropriate) and deliver on behalf of the Company any and all agreements, instruments and other documents whatsoever, and do any and all other things whatsoever, as such tax either has been paid director or is not payableofficer or the Chairman shall in his absolute and unfettered discretion deem or determine appropriate in connection with any of the foregoing resolutions, the transactions contemplated thereby and any ancillary matters thereto and/or to carry out the purposes and intent thereof, such deeming or determination to be conclusively evidenced by any such execution or the taking of any such action by such director or officer or the Chairman; and FURTHER RESOLVED, that any and all agreements, instruments and other documents whatsoever, and any and all actions whatsoever, heretofore or hereafter executed, delivered and/or taken by any director or officer of the Company or the Chairman on behalf of the Company in connection with the subject matter of these resolutions be and are hereby approved, ratified and confirmed in all respects as the acts and deeds of the Company.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior to the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Share Purchase Date, upon the Company's receipt of payment in full of the Purchase Price for the Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii), the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued Common Shares, registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior to the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Share Purchase Date, upon the Company's receipt Upon due exercise of payment Warrants evidenced by any Warrant Certificate in full of the Purchase Price for the Common Shares purchased by the Holders pursuant to conformity with the foregoing provisions of this Article Section 3.2(d), the Warrant Agent shall, when actions specified in Section 3.2(d)(i) have been effected and any payment specified in Section 3.2(d)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(d)(i), deliver or deposit all funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone promptly thereafter of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within five (5) Business Days after the Exercise Date referred to below, (i) determine the number of Common Shares issuable pursuant to exercise of such Warrants pursuant to Section 3.6 or, if Cashless Exercise applies, Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures Common Shares in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Shares may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of Common Shares issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The Common Shares in book-entry form or certificate or certificates representing Common Shares so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 5.6(b) 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the Company's “Recipient”). If the Company has a stockholder rights plan in effect upon exercise of its rights as a secured party pursuant to Section 5.4(b(iii)the Warrants, the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly each Common Share issued Common Shares, registered in the name of the Agent (or its nominee) as custodian for the Holders (upon such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate exercise shall be entitled to receive in exchange therefor a certificate representing that the appropriate number of whole rights, if any, and any certificates representing the Common Shares which issued upon such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by exercise shall bear such Holder) together with cash legends, if any, in lieu of fractional shares each case as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith may be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder terms of any such stockholder rights plan, as the same may be amended from time to the Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payabletime.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior (a) The Company hereby appoints the Conversion Agent, and the Conversion Agent hereby agrees to act, as exercise agent for the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on Warrants and as conversion agent for the Share Purchase Date, Preferred Stock. The Company hereby irrevocably instructs the Conversion Agent to (i) issue Warrant Shares upon exercise of the Company's Warrants from time to time in accordance with the terms of the Warrants upon receipt of payment in full a Subscription Form from a Holder of the Purchase Price for the Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article any Warrant and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii), written confirmation from the Company shall issue that the Company has received the purchase price therefor (a "Payment Confirmation") and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued Common Shares, registered in the name of the Agent (or its nomineeii) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares except as provided in Section 5.12 and 3(c),to issue Conversion Shares upon conversion of all or any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fundoutstanding Preferred Shares from time to time upon receipt of a Conversion Notice. A Conversion Notice may be given by telephone line facsimile transmission to the Conversion Agent or otherwise given to the Conversion Agent, but without any interest thereon, in each such case at the address and in the manner provided in Section 6(g). A converting or exercising Holder shall give a copy of each of the Conversion Notice and the Certificate so surrendered shall forthwith be cancelledSubscription Form to the Company. Such shares shall be registered Any failure or delay in the name giving of such copy of the Holder or the Holder's designee as specified in the settlement instructions provided Conversion Notice by the a Holder to the Company shall not affect the validity of or the Conversion Date (as defined in the Certificate of Designation of the Preferred Stock (the "Certificate of Designation")) for any such Conversion Notice. The Company shall confirm to the Conversion Agent its receipt of a copy of each Subscription Form. Any delay in the giving of a copy of the Subscription Form by a Holder to the Company shall stay the Company's obligation to give a Payment Confirmation to the Conversion Agent as set forth in Section 3(a) until such copy is received. The Company agrees to deliver to the Conversion Agent by telephone line facsimile transmission or by overnight courier copies of any Conversion Notice or Subscription Form which the Conversion Agent advises the Company have not yet been received by the Conversion Agent. If any Common The certificates for Preferred Shares issued need not be surrendered in respect of connection with the conversion thereof by a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made Holder unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that all of the registered outstanding Preferred Shares evidenced by a particular certificate are so converted. The Company may by notice to any Holder from time to time require such Holder to surrender the certificates for such Holder's Preferred Shares in exchange for the issuance by the Company of such Certificate one or has established more new certificate or certificates for a number of shares of Preferred Stock equal to the satisfaction number of outstanding shares of Preferred Stock evidenced by the Company that such tax either has been paid or is not payablecertificate(s) so surrendered.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior to the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Share Purchase Contract Settlement Date, upon the Company's its receipt of payment in full of the Purchase Price for the Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii), the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing the newly issued Common Shares, Shares registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), ) to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Share Purchase Contract Settlement Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V Five (after taking into account all Units Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 5.10 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Certificate Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior to the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Share Purchase Date, upon the Company's receipt Upon due exercise of payment Warrants evidenced by any Warrant Certificate in full of the Purchase Price for the Common Shares purchased by the Holders pursuant to conformity with the foregoing provisions of this Article Section 3.2(d), the Warrant Agent shall, when actions specified in Section 3.2(d)(i) have been effected and any payment specified in Section 3.2(d)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(d)(i), deliver or deposit all funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within five (5) Business Days after the Exercise Date referred to below, (i) determine the number of Common Shares issuable pursuant to exercise of such Warrants pursuant to Section 3.6 or, if Cashless Exercise applies, Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures Common Shares in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Shares may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of Common Shares issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The Common Shares in book-entry form or certificate or certificates representing Common Shares so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 5.6(b) 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the Company's “Recipient”). If the Company has a stockholder rights plan in effect upon exercise of its rights as a secured party pursuant to Section 5.4(b(iii)the Warrants, the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly each Common Share issued Common Shares, registered in the name of the Agent (or its nominee) as custodian for the Holders (upon such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate exercise shall be entitled to receive in exchange therefor a certificate representing that the appropriate number of whole rights, if any, and any certificates representing the Common Shares which issued upon such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by exercise shall bear such Holder) together with cash legends, if any, in lieu of fractional shares each case as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith may be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder terms of any such stockholder rights plan, as the same may be amended from time to the Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payabletime.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior to the Share Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Share Purchase Date, upon the Company's receipt of payment in full of the Purchase Price for the Common Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b) or 5.04(b), on the Company's exercise Purchase Contract Settlement Date upon receipt of its rights as a secured party pursuant to Section 5.4(b(iii)the aggregate Purchase Price payable on all Outstanding Securities, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing the newly issued Common Shares, Shares registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), ) to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Share Purchase Contract Settlement Date or Early Settlement Date, as applicable, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in exchange therefor a certificate representing that number of newly issued whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V Five (after taking into account all Units Securities then held by such Holder) ), together with cash in lieu of fractional shares as provided in Section 5.12 5.09 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any Common Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Certificate Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Common Shares. Unless a Termination Event shall have occurred on or prior FURTHER RESOLVED, that the Company is hereby authorized to issue Common Shares upon the purchase of Purchase Shares by Lincoln Park under the Purchase Agreement, up to the Share Available Amount (as defined in the Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on Agreement) under the Share Purchase Date, upon Agreement and otherwise in accordance with the Company's receipt of payment in full terms of the Purchase Price for the Common Agreement, and that, upon issuance of any such Purchase Shares purchased by the Holders pursuant to the foregoing provisions of this Article Purchase Agreement, such Purchase Shares will be duly authorized, validly issued, fully paid and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b(iii)non-assessable; and FURTHER RESOLVED, that the Company shall issue initially reserve 1,600,000 Common Shares for issuance as Purchase Shares under the Purchase Agreement. Approval of Actions FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and deposit each of them hereby is, authorized and directed to proceed on behalf of the Company and to take all such steps as deemed necessary or appropriate, with the Agentadvice and assistance of counsel if necessary, for to cause the benefit Company to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of the Holders them hereby is, authorized, empowered and directed on behalf of the Outstanding Units, one or more certificates representing the newly issued Common Shares, registered and in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund")Company, to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on take or after the Share Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Agent. If any Common Shares issued in respect of a Purchase Contract are cause to be registered taken all such further actions and to a Person other than execute (including under the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction common seal of the Company if appropriate) and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Company or an Authorized Officer in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects. Omnibus Resolutions FURTHER RESOLVED, that any director or officer of the Company or Authorized Officer be, and each of them hereby is, authorised to execute (under the common seal of the Company if appropriate) and deliver on behalf of the Company any and all agreements, instruments and other documents whatsoever, and do any and all other things whatsoever, as such tax either has been paid director or is not payableofficer or Authorized Officer shall in his absolute and unfettered discretion deem or determine appropriate in connection with any of the foregoing resolutions, the transactions contemplated thereby and any ancillary matters thereto and/or to carry out the purposes and intent thereof, such deeming or determination to be conclusively evidenced by any such execution or the taking of any such action by such director or officer or Authorized Officer; and FURTHER RESOLVED, that any and all agreements, instruments and other documents whatsoever, and any and all actions whatsoever, heretofore or hereafter executed, delivered and/or taken by any director or officer of the Company or Authorized Officer on behalf of the Company in connection with the subject matter of these resolutions be and are hereby approved, ratified and confirmed in all respects as the acts and deeds of the Company. EXHIBIT C FORM OF SECRETARY’S CERTIFICATE Auris Medical Holding Ltd. (the “Company”) Secretary’s Certificate We, ___________, Secretary of the Company, certify that the attached documents, initialed by the undersigned and attached as Annexure ‘A’ to ‘C’ respectively are true copies of the following documents of the Company and that these documents remain in full force and effect as of the date hereof.