Transfer Agent Instructions Clause Example with 8 Variations from Business Contracts
This page contains Transfer Agent Instructions clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Transfer Agent Instructions. a. The Company warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon the conversion of the Note in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the ...1933 Act, registered in the name of the Lender or its nominee and in such denominations to be specified by the Holder in connection with each conversion. Except as so provided, the Shares 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 Agreements. Nothing in this Section shall affect in any way the Lender's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Lender provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Lender of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities promptly instruct the Company's transfer agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Lender. b. The Company will authorize the Transfer Agent to give information relating to the Company directly to the Holder or the Holder's representatives upon the request of the Holder or any such representative, to the extent such information relates to (i) the status of shares of Common Stock issued or claimed to be issued to the Holder in connection with a Notice of Exercise or transfer of Pledged Shares to the Holder, or (ii) the aggregate number of outstanding shares of Common Stock of all shareholders (as a group, and not individually) as of a current or other specified date. At the request of the Holder, the Company will provide the Holder with a copy of the authorization so given to the Transfer Agent.View More
Variations of a "Transfer Agent Instructions" Clause from Business Contracts
Transfer Agent Instructions. a. The Company warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent the Transfer Agent no instructions inconsistent with instructions to issue Common Stock from time to time upon the conversion of the Note Purchased Shares or the exercise of the Warrants, if any, as may be applicable from time to time, in such amounts as specified from time to time by the Company to the transfer agent, Tran...sfer Agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Securities Act, registered in the name of the Lender Buyer or its nominee and in such denominations to be specified by the Holder in connection with each conversion. therewith. Except as so provided, the Shares 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 Agreements. Nothing in this Section shall affect in any way the Lender's Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Lender Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Lender Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, Securities Act or, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities Securities, as may be applicable, promptly instruct the Company's transfer agent Transfer Agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Lender. Buyer. 16 6. CLOSING DATE. a. The Closing Date shall occur on the date which is the first Trading Day after each of the conditions contemplated by Sections 7 and 8 hereof shall have either been satisfied or been waived by the party in whose favor such conditions run. b. The Company will authorize closing of the Transfer Agent to give information relating Transactions shall occur on the Closing Date at the offices of counsel to the Company directly to the Holder or the Holder's representatives upon the request of the Holder or any such representative, to the extent such information relates to (i) the status of shares of Common Stock issued or claimed to be issued to the Holder in connection with a Notice of Exercise or transfer of Pledged Shares to the Holder, or (ii) the aggregate number of outstanding shares of Common Stock of all shareholders (as a group, and not individually) as of a current or other specified date. At the request of the Holder, the Company will provide the Holder with a copy of the authorization so given to the Transfer Agent. Company. View More
Transfer Agent Instructions. a. The Company warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) 4a hereof, it will give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon the conversion of the Note in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under t...he 1933 Act, registered Holder as contemplated in the name of the Lender or its nominee and in such denominations to be specified by the Holder in connection with each conversion. Except as so provided, the Shares 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 Agreements. Note. Nothing in this Section shall affect in any way the Lender's Purchaser's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Lender Purchaser provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Lender Purchaser of any of the Securities in accordance with clause (1)(B) of Section 4(a) 4a of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) 4a of this Agreement) permit the transfer or reissue of the Securities promptly instruct the Company's transfer agent to issue Shares represented by one or more certificates for Common Stock without legend (or where applicable, by electronic registration) in such name and in such denominations as specified by the Lender. Purchaser. 11 Purchaser Initial: ______ Company Initial: ____ _ b. The Company will authorize the Transfer Agent to give information relating to the Company directly to the Holder or the Holder's representatives upon the request of the Holder or any such representative, to the extent such information relates to (i) the status of the shares of Common Stock issued or claimed to be issued to the Holder in connection with a Notice of Exercise or transfer Conversion in accordance with the terms of Pledged Shares to the Holder, Note, or (ii) the aggregate number of outstanding shares of Common Stock of all shareholders (as a group, and not individually) as of a current or other specified date. At the request of the Holder, the Company will provide the Holder with a copy of the authorization so given to the Transfer Agent. View More
Transfer Agent Instructions. a. The Company warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent the Transfer Agent no instructions inconsistent with instructions to issue Common Stock from time to time upon the conversion of the Note Purchased Shares or the exercise of the Warrants, if any, as may be applicable from time to time, in such amounts as specified from time to time by the Company to the transfer agent, Tran...sfer Agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the 1933 Securities Act, registered in the name of the Lender Buyer or its nominee and in such denominations to be specified by the Holder in connection with each conversion. therewith. Except as so provided, the Shares 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 Agreements. Nothing in this Section shall affect in any way the Lender's Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Lender Buyer provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Lender Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, Securities Act or, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer of the Securities Securities, as may be applicable, promptly instruct the Company's transfer agent Transfer Agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Lender. b. The Company will authorize the Transfer Agent to give information relating to the Company directly to the Holder or the Holder's representatives upon the request of the Holder or any such representative, to the extent such information relates to (i) the status of shares of Common Stock issued or claimed to be issued to the Holder in connection with a Notice of Exercise or transfer of Pledged Shares to the Holder, or (ii) the aggregate number of outstanding shares of Common Stock of all shareholders (as a group, and not individually) as of a current or other specified date. At the request of the Holder, the Company will provide the Holder with a copy of the authorization so given to the Transfer Agent. Buyer. View More
Transfer Agent Instructions. a. The Company warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon the conversion of the Note in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the ...1933 Act, registered Holder as contemplated in the name of the Lender or its nominee and in such denominations to be specified by the Holder in connection with each conversion. Except as so provided, the Shares 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 Agreements. Documents. Nothing in this Section shall affect in any way the Lender's Purchaser's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Lender Purchaser provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Lender Purchaser of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer or reissue of the Securities promptly instruct the Company's transfer agent to issue Shares represented by one or more certificates for Common Stock without legend (or where applicable, by electronic registration) in such name and in such denominations as specified by the Lender. Purchaser. b. The Company will authorize the Transfer Agent to give information relating to the Company directly to the Holder or the Holder's representatives upon the request of the Holder or any such representative, to the extent such information relates to (i) the status of shares of Common Stock issued or claimed to be issued to the Holder in connection with a Notice of Exercise or transfer of Pledged Shares to the Holder, or (ii) the aggregate number of outstanding shares of Common Stock of all shareholders (as a group, and not individually) as of a current or other specified date. At the request of the Holder, the Company will provide the Holder with a copy of the authorization so given to the Transfer Agent. Page 11 6. CLOSING DATE. a. The respective Closing Date shall occur as indicated in Section 1(a)(1) after each of the conditions contemplated by Sections 7 and 8 hereof shall have either been satisfied or been waived by the party in whose favor such conditions run. b. The closing of the Transactions shall occur on the respective Closing Date at the offices of the Purchaser and shall take place no later than 3:00 P.M., PST, on such day or such other time as is mutually agreed upon by the Company and the Purchaser. View More
Transfer Agent Instructions. a. The Company warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon the conversion of the Note in such amounts as specified from time to time by the Company to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares under the ...1933 Act, registered Holder as contemplated in the name of the Lender or its nominee and in such denominations to be specified by the Holder in connection with each conversion. Except as so provided, the Shares 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 Agreements. Documents. Nothing in this Section shall affect in any way the Lender's Purchaser's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Lender Purchaser provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Lender Purchaser of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer or reissue of the Securities promptly instruct the Company's transfer agent to issue Shares represented by one or more certificates for Common Stock without legend (or where applicable, by electronic registration) in such name and in such denominations as specified by the Lender. Purchaser. b. The Company will authorize the Transfer Agent to give information relating to the Company directly to the Holder or the Holder's representatives upon the request of the Holder or any such representative, to the extent such information relates to (i) the status of shares of Common Stock issued or claimed to be issued to the Holder in connection with a Notice of Exercise or transfer of Pledged Shares to the Holder, or (ii) the aggregate number of outstanding shares of Common Stock of all shareholders (as a group, and not individually) as of a current or other specified date. At the request of the Holder, the Company will provide the Holder with a copy of the authorization so given to the Transfer Agent. Page 12 6. CLOSING DATE. a. The respective Closing Date shall occur as indicated in Section 1(a)(1) after each of the conditions contemplated by Sections 7 and 8 hereof shall have either been satisfied or been waived by the party in whose favor such conditions run. b. The closing of the Transactions shall occur on the respective Closing Date at the offices of the Purchaser and shall take place no later than 3:00 P.M., PST, on such day or such other time as is mutually agreed upon by the Company and the Purchaser. View More
Transfer Agent Instructions. a. The Company warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon the conversion of the Note in such amounts as specified from time to time by the Company Shares to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares und...er the 1933 Act, registered Holder as contemplated in the name of the Lender or its nominee and in such denominations to be specified by the Holder in connection with each conversion. Except as so provided, the Shares 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 Agreements. Documents. Nothing in this Section shall affect in any way the Lender's Purchaser's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Lender Purchaser provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Lender Purchaser of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Securities Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer or issuance of the Securities promptly instruct the Company's transfer agent to issue Common Stock represented by one or more certificates for Common Stock without legend (or where applicable, by electronic registration) in such name and in such denominations as specified by the Lender. Purchaser. Page 7 b. The Company will authorize the Transfer Agent to give information relating to the Company directly to the Holder or the Holder's representatives upon the request of the Holder or any such representative, to the extent such information relates to (i) the status of shares of Common Stock issued or claimed to be issued to the Holder in connection with a Notice of Exercise or transfer of Pledged Shares to the Holder, issued, or (ii) the aggregate number of outstanding shares of Common Stock of all shareholders (as a group, and not individually) as of a current or other specified date. At the request of the Holder, the Company will provide the Holder with a copy of the authorization so given to the Transfer Agent. View More
Transfer Agent Instructions. a. The Company warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon the conversion of the Note in such amounts as specified from time to time by the Company Conversion Shares to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the... Shares under the 1933 Act, registered Holder as contemplated in the name of the Lender or its nominee and in such denominations to be specified by the Holder in connection with each conversion. Except as so provided, the Shares 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 Agreements. Documents. Nothing in this Section shall affect in any way the Lender's Purchaser's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Lender Purchaser provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Lender Purchaser of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer or issue of the Securities promptly instruct the Company's transfer agent to issue Conversion Shares represented by one or more certificates for Common Stock without legend (or where applicable, by electronic registration) in such name and in such denominations as specified by the Lender. Purchaser. Page 11 b. The Company will authorize the Transfer Agent to give information relating to the Company directly to the Holder or the Holder's representatives upon the request of the Holder or any such representative, to the extent such information relates to (i) the status of shares of Common Stock issued or claimed to be issued to the Holder in connection with a Notice of Exercise or transfer of Pledged Shares to the Holder, Exercise, or (ii) the aggregate number of outstanding shares of Common Stock of all shareholders (as a group, and not individually) as of a current or other specified date. At the request of the Holder, the Company will provide the Holder with a copy of the authorization so given to the Transfer Agent. View More
Transfer Agent Instructions. a. The Company warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent no instructions inconsistent with instructions to issue Common Stock from time to time upon the conversion of the Note in such amounts as specified from time to time by the Company Shares to the transfer agent, bearing the restrictive legend specified in Section 4(b) of this Agreement prior to registration of the Shares und...er the 1933 Act, registered Holder as contemplated in the name of the Lender or its nominee and in such denominations to be specified by the Holder in connection with each conversion. Except as so provided, the Shares 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 Agreements. Documents. Nothing in this Section shall affect in i n any way the Lender's Purchaser's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Lender Purchaser provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Lender Purchaser of any of the Securities in accordance with clause (1)(B) ( 1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer or issue of the Securities promptly instruct the Company's transfer agent to issue Shares represented by one or more certificates for Common Stock without legend (or where applicable, by electronic registration) in such name and in such denominations as specified by the Lender. Purchaser. b. The Company will authorize the Transfer Agent to give information relating to the Company directly to the Holder or the Holder's representatives upon the request of the Holder or any such representative, to the extent such information relates to (i) the status of shares of Common Stock issued or claimed to be issued to the Holder in connection with a Notice of Exercise or transfer of Pledged Shares to the Holder, Exercise, or (ii) the aggregate number of outstanding shares of Common Stock of all shareholders (as a group, and not individually) as of a current or other specified date. At the request of the Holder, the Company will provide the Holder with a copy of the authorization so given to the Transfer Agent. View More
