Transfer Agent Matters. The Company shall have furnished all required materials to the Transfer Agent to reflect the issuance of the applicable Shares at the applicable Closing.
Transfer Agent Matters. The Company and the Purchasers shall agree, prior to the Closing, on a form of letter of instruction to be delivered to the Company's transfer agent regarding the issuance of the Securities (which shall include, among other matters, irrevocable instructions to issue certificates upon conversion of the Series B Shares). The Company shall, prior to or as of the Closing, deliver to the transfer agent an executed copy of such letter authorizing the transfer agent to issue, pursuant to the instructions in the letter, the Securities.
Transfer Agent Matters. Each of the Executive and Wealth Engineering agree to execute whatever documents of conveyance are necessary in order for the Company’s transfer agent to effectuate transfers or surrenders of shares of the Company common stock under this agreement on the Company’s stock transfer ledger or other stock records maintained by the Company’s transfer agent, including, but not limited to, producing and executing medallion guarantees.
Transfer Agent Matters. The Company and the Purchasers shall agree, prior to the Closing, on a form of letter of instruction to be delivered to the Company's transfer agent regarding the issuance of the Securities (which shall include, among other matters, irrevocable instructions to issue certificates upon conversion of the Series A Closing Shares, the Series A-1 Purchased Shares, the Additional Closing Shares and the Series A-1 Conversion Shares). The Company shall, prior to or as of the Closing, deliver to the transfer agent an executed copy of such letter authorizing the transfer agent to issue, pursuant to the instructions in the letter, the Securities.
Transfer Agent Matters. Each Seller agrees to execute whatever documents of conveyance are necessary in order for the Corporation’s transfer agent to effectuate transfers or surrenders of shares of the Corporation common stock under this agreement on the Corporation’s stock transfer ledger or other stock records maintained by the Corporation’s transfer agent, including, but not limited to, producing and executing medallion guarantees.
Transfer Agent Matters. The Company represents and warrants that no instruction, other than stop transfer instructions to give effect to Section 2(h) hereof, will be given by the Company to its transfer agent or any subsequent transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents. If a Subscriber effects a sale, assignment or transfer of the Securities in accordance with Section 2(h), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares or warrants to the applicable balance accounts at DTC in such name and in such denominations as specified by such Subscriber to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Ordinary Shares, Warrants or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or, to the extent available, pursuant to Rule 144, the transfer agent shall issue such Securities to the Subscriber, assignee or transferee, as the case may be, without any restrictive legend.
Transfer Agent Matters. The Company represents and warrants that no instruction, other than stop transfer instructions to give effect to Section 4(e) hereof, will be given by the Company to its transfer agent or any subsequent transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the other Transaction Documents and the Warrants. If the Subscriber effects a sale, assignment or transfer of the Securities in accordance with Section 4(e), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates, or credit shares or warrants to the applicable balance accounts at DTC, in such name and in such denominations as specified by the Subscriber to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Common Stock, Warrants or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or, to the extent available, pursuant to Rule 144, the transfer agent shall issue such Securities to the Subscriber, assignee or transferee, as the case may be, without any restrictive legend.
Transfer Agent Matters. DeuteRx consents to the Company making a notation on its records and giving instructions to any transfer agent of the Securities in order to implement the restrictions on transfer established in Section 5.
Transfer Agent Matters. At least three (3) Business Days prior to the effectiveness of the Registration Statement / Proxy Statement, the Company shall appoint a transfer agent (the “Transfer Agent”) and, if required by the Transfer Agent, enter into a transfer agent agreement with the Transfer Agent (the “Transfer Agent Agreement”) in a form and substance that is reasonably acceptable to MAAC (it being understood and agreed, for the avoidance of doubt, that Continental Stock Transfer & Trust Company (or any of its Affiliates) shall be deemed to be acceptable to MAAC and any Transfer Agent Agreement in substantially the same form as the transfer agent agreement between MAAC and Continental Stock Transfer & Trust Company as of the date hereof shall be deemed to be acceptable to MAAC). The Company and MAAC shall each take, or cause to be taken, all necessary or reasonably advisable actions in order to appropriately reflect the Company Post-Closing Common Shares issued pursuant to, or as a result of, the transactions contemplated by this Agreement and the Ancillary Documents and outstanding immediately after the Effective Time, including taking any necessary or reasonably advisable actions vis-à-vis MAAC’s existing transfer agent or the Transfer Agent, and the Company and MAAC shall each reasonably cooperate with the other and the Transfer Agent in connection with the foregoing.
Transfer Agent Matters. At least three (3) Business Days prior to the effectiveness of the Registration Statement / Proxy Statement, the Company shall appoint a transfer agent (the “Transfer Agent”) and, if required by the Transfer Agent, enter into a transfer agent agreement with the Transfer Agent (the “Transfer Agent Agreement”) in a form and substance that is reasonably acceptable to Pathfinder (it being understood and agreed, for the avoidance of doubt, that Continental (or any of its Affiliates) shall be deemed to be acceptable to Pathfinder and any Transfer Agent Agreement in substantially the same form as the transfer agent agreement between Pathfinder and Continental as of the date hereof shall be deemed to be acceptable to Pathfinder). The Company and Pathfinder shall each take, or cause to be taken, all necessary or reasonably advisable actions in order to appropriately reflect the Company Post-Closing Common Shares issued pursuant to, or as a result of, the transactions contemplated by this Agreement and the Ancillary Documents and outstanding immediately following the First Merger Effective Time, including taking any necessary or reasonably advisable actions vis-à-vis Pathfinder’s existing transfer agent or the Transfer Agent, and the Company and Pathfinder shall, and the Company shall cause Parent and Parent GP to, each reasonably cooperate with the other and Pathfinder’s existing transfer agent or the Transfer Agent in connection with the foregoing.
