We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Assignment; Exchange of Warrant Clause in Contracts

Assignment; Exchange of Warrant. This Warrant has not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any applicable state securities laws, and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the shares underlying the Warrant (“Warrant Shares”). Neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form") and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant; and the Company shall only be responsible for “blue sky” compliance expenses for resales under any registration statement filed in accordance with Section 11 of the Subscription Agreement for two (2) such transfers to two (2) applicable states of the United States only.

Appears in 10 contracts

Samples: Warrant Agreement (Kaire Holdings Inc), Warrant Agreement (Kaire Holdings Inc), Common Stock Purchase Warrant (Kaire Holdings Inc)

Assignment; Exchange of Warrant. This Warrant has not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or any applicable state securities laws, and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the shares underlying the Warrant ("Warrant Shares"). Neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "Transferor Endorsement Form") and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant; and the Company shall only be responsible for "blue sky" compliance expenses for resales under any registration statement filed in accordance with Section 11 of the Subscription Agreement for two (2) such transfers to two (2) applicable states of the United States only.

Appears in 9 contracts

Samples: Subscription Agreement (Isecuretrac Corp), Subscription Agreement (Isecuretrac Corp), Common Stock Purchase Warrant (Swiss Medica Inc)

Assignment; Exchange of Warrant. This Warrant has not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any applicable state securities laws, and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the shares underlying the Warrant (“Warrant Shares”). Neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. a) Subject to compliance with applicable securities lawslaws and Section 7(b) below, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor"”) in whole or in part; provided, that, so long as no Event of Default shall have occurred and be continuing, the Transferor may make no more than 10 transfers (except for transfers to Affiliated Transferees). On the surrender for exchange of this Warrant, with the Transferor's ’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form") and together with an opinion of counsel evidence reasonably satisfactory to the Company that the transfer of this Warrant will be in demonstrating compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense, twice, only, expense (but with payment by the Transferor of any applicable transfer taxes, ) will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No . (b) If, at any time when no Event of Default shall have occurred and be continuing, any Transferor shall propose to sell all or any portion of this Warrant and the rights evidenced hereby (the “Offered Warrant Rights”) to any Person (a “Proposed Transferee”), other than to an Affiliated Transferee, such transfers sale shall result in a public distribution be conditioned upon the satisfaction of the Warrantfollowing conditions precedent: (i) The Transferor shall first offer to sell the Offered Warrant Rights to the Company, at the same price and on terms identical to those terms that the Transferor intends to sell the Offered Warrant Rights to the Proposed Transferee; and provided that the Company shall only have no right to acquire the Offered Warrant Rights unless the Company acquires all of the Offered Warrant Rights. If such proposed sale involves consideration other than cash, the Company shall have the right to elect to pay, in lieu of such non-cash consideration, cash in an amount equal to the fair market value of such non-cash consideration. Such offer shall be responsible made by a written notice (the “Notice of Proposed Sale”) delivered to the Company not less than 15 days prior to the proposed sale. Such Notice of Proposed Sale shall set forth the identity of the Proposed Transferee, the portion of this Warrant proposed to be sold (which may be all of this Warrant) and the terms and conditions of the proposed sale, including price and any other material terms and conditions of the proposed sale. (ii) If the Company does not accept the offer made by the Transferor with respect to all of the Offered Warrant Rights within the 15-day period provided above, then the Transferor shall have the right for “blue sky” compliance expenses for resales under any registration statement filed a period of 90 days following the 15th day after the Company shall have received the Notice of Proposed Sale in accordance with Section 11 7(b)(i) above, to sell up to all of the Subscription Agreement for two (2) Offered Warrant Rights to the Proposed Transferee and/or any other transferee, but at not less than the price, and upon terms not more favorable to the Proposed Transferee or other transferee, than were contained in the Notice of Proposed Sale. Any Offered Warrant Rights not sold within such transfers 90-day period shall continue to two (2) applicable states be subject to the requirements of the United States onlythis Section 7.

Appears in 3 contracts

Samples: Warrant Agreement (Kitty Hawk Inc), Warrant Agreement (Kitty Hawk Inc), Warrant Agreement (Kitty Hawk Inc)

Assignment; Exchange of Warrant. This Warrant has not been registered under (a) The Holder acknowledges that the Securities Act of 1933, as amended (the “1933 Act”), or any applicable state securities laws, and Holder has been issued to advised by the Holder for investment and not with a view to the distribution of either the Warrant or the shares underlying the Warrant (“Warrant Shares”). Neither Company that neither this Warrant nor any the shares of the Warrant Shares or any other security issued or Common Stock issuable upon exercise of this Warrant (the "Warrant Shares") have been registered under the Act, that this Warrant is being or has been issued and the Warrant Shares may be issued on the basis of the statutory exemption provided by Section 4(2) of the Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering, and that the Company's reliance thereon is based in part upon the representations made by the original Holder in the Security Agreement. The Holder acknowledges that it has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Act and the rules and regulations thereunder on the transfer of securities. In particular, the Holder agrees that no sale, assignment or transfer of this Warrant or the Warrant Shares issuable upon exercise hereof shall be valid or effective, and the Company shall not be required to give any effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of this Warrant or such Warrant Shares is registered under the Act, it being understood that neither this Warrant nor such Warrant Shares are currently registered for sale and that the Company has no obligation or intention to so register this Warrant or such Warrant Shares except as specifically noted in Section 9 below, or (ii) this Warrant or such Warrant Shares are sold, transferred, pledged assigned or hypothecated transferred in accordance with all the absence requirements and limitations of an effective registration statement Rule 144 promulgated under the Act relating to such security or an opinion of counsel satisfactory to the Company Act, it being understood that registration Rule 144 is not required available at the time of the original issuance of this Warrant for the sale of this Warrant or such Warrant Shares and that there can be no assurance that Rule 144 sales will be available at any subsequent time, or (iii) such sale, assignment, or transfer is otherwise exempt from registration under the Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. 5 (b) Subject to compliance with the Act and other applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor")) with respect to any or all of the Shares. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "Transferor Endorsement Form") and together with an opinion of counsel evidence reasonably satisfactory to the Company that the transfer of this Warrant will be in demonstrating compliance with the Act and other applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor's counsel that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense, twice, only, expense but with payment by the Transferor of any applicable transfer taxes, ) will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant; and the Company shall only be responsible for “blue sky” compliance expenses for resales under any registration statement filed in accordance with Section 11 of the Subscription Agreement for two (2) such transfers to two (2) applicable states of the United States only.

Appears in 1 contract

Samples: Warrant Agreement (Ep Medsystems Inc)

Assignment; Exchange of Warrant. This Warrant has not been registered under (a) The Holder acknowledges that the Securities Act of 1933, as amended (the “1933 Act”), or any applicable state securities laws, and Holder has been issued to advised by the Holder for investment and not with a view to the distribution of either the Warrant or the shares underlying the Warrant (“Warrant Shares”). Neither Company that neither this Warrant nor any the shares of the Warrant Shares or any other security issued or Common Stock issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in (the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required "Warrant Shares") have been registered under the Act. Each certificate for the Warrant, that this Warrant is being or has been issued and the Warrant Shares may be issued on the basis of the statutory exemption provided by Section 4(2) of the Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering, and any other security issued that the Company's reliance thereon is based in part upon the representations made by the original Holder in the Security Agreement. The Holder acknowledges that it has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Act and the rules and regulations thereunder on the transfer of securities. In particular, the Holder agrees that no sale, assignment or transfer of this Warrant or the Warrant Shares issuable upon exercise hereof shall be valid or effective, and the Company shall not be required to give any effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of this Warrant shall contain a legend on or such Warrant Shares is registered under the face thereofAct, it being understood that neither this Warrant nor such Warrant Shares are currently registered for sale and that the Company has no obligation or intention to so register this Warrant or such Warrant Shares except as specifically noted in form Section 9 below, or (ii) this Warrant or such Warrant Shares are sold, assigned or transferred in accordance with all the requirements and substance satisfactory to counsel limitations of Rule 144 promulgated under the Act, it being understood that Rule 144 is not available at the time of the original issuance of this Warrant for the Companysale of this Warrant or such Warrant Shares and that there can be no assurance that Rule 144 sales will be available at any subsequent time, setting forth or (iii) such sale, assignment, or transfer is otherwise exempt from registration under the restrictions on transfer contained in this Section. Act. (b) Subject to compliance with the Act and other applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor")) with respect to any or all of the Shares. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "Transferor Endorsement Form") and together with an opinion of counsel evidence reasonably satisfactory to the Company that the transfer of this Warrant will be in demonstrating compliance with the Act and other applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor's counsel that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense, twice, only, expense but with payment by the Transferor of any applicable transfer taxes, ) will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant; and the Company shall only be responsible for “blue sky” compliance expenses for resales under any registration statement filed in accordance with Section 11 of the Subscription Agreement for two (2) such transfers to two (2) applicable states of the United States only.

Appears in 1 contract

Samples: Warrant Agreement (Ep Medsystems Inc)

Assignment; Exchange of Warrant. This Warrant has not been registered under (a) The Holder acknowledges that the Securities Act of 1933, as amended (the “1933 Act”), or any applicable state securities laws, and Holder has been issued to advised by the Holder for investment and not with a view to the distribution of either the Warrant or the shares underlying the Warrant (“Warrant Shares”). Neither Company that neither this Warrant nor any the shares of the Warrant Shares or any other security issued or Common Stock issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in (the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required “Warrant Shares”) have been registered under the Act. Each certificate for the Warrant, that this Warrant is being or has been issued and the Warrant Shares may be issued on the basis of the statutory exemption provided by Section 4(2) of the Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering. The Holder acknowledges that it has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Act and any other security issued the rules and regulations thereunder on the transfer of securities. In particular, the Holder agrees that no sale, assignment or transfer of this Warrant or the Warrant Shares issuable upon exercise hereof shall be valid or effective, and the Company shall not be required to give any effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of this Warrant shall contain a legend on or such Warrant Shares is registered under the face thereofAct, it being understood that neither this Warrant nor such Warrant Shares are currently registered for sale and that the Company has no obligation or intention to so register this Warrant or such Warrant Shares except as specifically noted in form Section 9 below, or (ii) this Warrant or such Warrant Shares are sold, assigned or transferred in accordance with all the requirements and substance satisfactory to counsel limitations of Rule 144 promulgated under the Act, it being understood that Rule 144 is not available at the time of the original issuance of this Warrant for the Companysale of this Warrant or such Warrant Shares and that there can be no assurance that Rule 144 sales will be available at any subsequent time, setting forth or (iii) such sale, assignment, or transfer is otherwise exempt from registration under the restrictions on transfer contained in this Section. Act. (b) Subject to compliance with the Act and other applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor")”) with respect to any or all of the Warrant Shares. On the surrender for exchange of this Warrant, with the Transferor's ’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form") and together with an opinion of counsel evidence reasonably satisfactory to the Company that the transfer of this Warrant will be in demonstrating compliance with the Act and other applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense, twice, only, expense but with payment by the Transferor of any applicable transfer taxes, ) will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the this Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant; and the Company shall only be responsible for “blue sky” compliance expenses for resales under any registration statement filed in accordance with Section 11 of the Subscription Agreement for two (2) such transfers to two (2) applicable states of the United States only.

Appears in 1 contract

Samples: Warrant Agreement (Ep Medsystems Inc)

Assignment; Exchange of Warrant. This Warrant has not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any applicable state securities laws, and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the shares underlying the Warrant (“Warrant Shares”). Neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor")”) in whole or in part. On the surrender for exchange of this Warrant, with the Transferor's ’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form") and together with an opinion of counsel evidence reasonably satisfactory to the Company that the transfer of this Warrant will be in demonstrating compliance with applicable securities laws, which shall include, without limitation, the provision of a legal opinion from the Transferor’s counsel (at the Company’s expense) that such transfer is exempt from the registration or equivalent requirements of applicable securities laws, the Company at its expense, twice, only, expense (but with payment by the Transferor of any applicable transfer taxes, ) will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall Notwithstanding the foregoing, in the event that the transfer of the Warrant to the Transferee, absent the execution of the Proxy (as defined below), would result in any interest paid to a public distribution person that is not a “United States Person” (as such term is defined in Section 7701(a)(30) of the Warrant; and Code (as hereinafter defined)) on the Obligations (as such term is defined in the Master Security Agreement dated April 28, 2006 among the Company, certain subsidiaries of the Company shall only be responsible for and Laurus Master Fund, Ltd., as amended, restated, modified and/or supplemented from time to time (the blue sky” compliance expenses for resales under any registration statement filed in accordance with Security Agreement”)) to not qualify as portfolio interest within the meaning of Section 11 871(h)(2) or 881(c)(2) of the Subscription Agreement for two Internal Revenue Code of 1986, as amended (2the “Code”), as applicable, by reason of Section 871(h)(3) such transfers to two (2or 881(c)(3)(B) applicable states of the United States onlyCode, as applicable, taking into account the constructive ownership rules under Section 871(h)(3)(C) of the Code, neither this Warrant nor any portion hereof may be transferred unless and until the Transferee executes a proxy in the form attached hereto as Exhibit C (the “Proxy”) and delivers the Proxy to the Company. In such case, the Company will have no obligation to transfer the Warrant until the Proxy has been executed and delivered.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (New Century Energy Corp.)

Assignment; Exchange of Warrant. This Warrant has not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any applicable state securities laws, and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the shares underlying the Warrant (“Warrant Shares”). Neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "Transferor Endorsement Form") and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant; and . Notwithstanding the foregoing, while the Company is not listed on a national securities exchange or the automated quotation system of a national securities association (excluding the Nasdaq SmallCap Market), the Company shall only be responsible obligated to pay for the expense (other than transfer taxes but including the expense of "blue sky” compliance expenses " compliance) associated with the transfer of this Warrant, on only five occasions, and if the Company becomes listed on a national securities exchange or the automated quotation system of a national securities association, the Company shall be obligated to pay for resales under any registration statement filed in accordance the expense (other than transfer taxes but including the expense of "blue sky" compliance) associated with Section 11 an unlimited number of the Subscription Agreement for two (2) such transfers to two (2) applicable states of the United States onlytransfers.

Appears in 1 contract

Samples: Warrant Agreement (Secured Services Inc)