Common use of Charges, Taxes and Expenses Clause in Contracts

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 14 contracts

Samples: Vitro Biopharma, Inc., Vitro Biopharma, Inc., MAGELLAN GOLD Corp

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Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; providedPROVIDED, howeverHOWEVER, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided furtherPROVIDED FURTHER, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 13 contracts

Samples: Warrant Agreement (Fonefriend Inc), Registration Rights Agreement (Imaging Diagnostic Systems Inc /Fl/), Preferred Stock Purchase Agreement (Ijnt Net Inc)

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock Warrant Shares upon the exercise of this Warrant shall be made without charge to the holder Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder Holder of this Warrant Warrant, or in such name or names as may be directed by the holder Holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock Warrant Shares are to be issued in a name other than the name of the holder Holder of this Warrant, this Warrant Warrant, when surrendered for exercise exercised, shall be accompanied by the Assignment Form attached hereto as Exhibit B (the "Assignment Form") duly executed by the holder Holder hereof; and provided further, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common StockWarrant Shares, the Company may require, as a condition thereto, that the payment of a sum sufficient to reimburse it for any transfer tax incidental theretotransferee execute an appropriate investment representation as may be reasonably required by the Company.

Appears in 9 contracts

Samples: Stock Purchase Warrant (Brazil Minerals, Inc.), Stock Purchase Warrant (Brazil Minerals, Inc.), Brazil Minerals, Inc.

Charges, Taxes and Expenses. Issuance of certificates for shares --------------------------- of Common Stock upon the exercise of this Warrant shall be made without charge to the holder Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder Holder of this Warrant or in such name or names as may be directed by the holder Holder of this Warrant; provided, however, that in the event certificates for -------- ------- shares of Common Stock are to be issued in a name other than the name of the holder Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder Holder hereof; and provided further, that upon any transfer involving involved in the issuance or -------- ------- delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 8 contracts

Samples: Storm Technology Inc, Storm Technology Inc, Storm Technology Inc

Charges, Taxes and Expenses. Issuance of certificates for ------------------------------ shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 5 contracts

Samples: Worldwide Wireless Networks Inc, Worldwide Wireless Networks Inc, Worldwide Wireless Networks Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock the Shares upon the exercise or conversion of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock Shares are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise or conversion shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common Stockthe Shares, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 4 contracts

Samples: Consulting Agreement (Hemosense Inc), Development Agreement (Nanosys Inc), Contract Number (Nanosys Inc)

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock Warrant Shares upon the exercise of this Warrant shall be made without charge to the holder Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder Holder of this Warrant Warrant, or in such name or names as may be directed by the holder Holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock Warrant Shares are to be issued in a name other than the name of the holder Holder of this Warrant, this Warrant Warrant, when surrendered for exercise exercised, shall be accompanied by the Assignment Form attached hereto as Exhibit B (the “Assignment Form”) duly executed by the holder Holder hereof; and provided further, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common StockWarrant Shares, the Company may require, as a condition thereto, that the payment of a sum sufficient to reimburse it for any transfer tax incidental theretotransferee execute an appropriate investment representation as may be reasonably required by the Company.

Appears in 4 contracts

Samples: Form of Warrant (Cardio Diagnostics Holdings, Inc.), Stock Purchase Agreement (Apollo Medical Holdings, Inc.), Stock Purchase Agreement (Apollo Medical Holdings, Inc.)

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; , and provided further, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 3 contracts

Samples: Perma Fix Environmental Services Inc, Perma Fix Environmental Services Inc, Global Technovations Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Series B Preferred Stock upon the exercise of this Warrant shall be made without charge to the holder Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder Holder of this Warrant or in such name or names as may be directed by the holder Holder of this Warrant; provided, however, that in the event certificates for shares of Common Series B Preferred Stock are to be issued in a name other than the name of the holder Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder Holder hereof; and provided further, that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 3 contracts

Samples: Interactive Telesis Inc, Interactive Telesis Inc, Interactive Telesis Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrantholder; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrantholder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; , and provided further, that upon the Company shall not be required to pay any tax or taxes or any other fees or expenses applicable to the holder or its transferee which may be payable in respect of any transfer involving involved in the issuance of any Warrant certificates or delivery of any certificates for shares the Warrant Shares in a name other than the name of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental theretoholder.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Chromavision Medical Systems Inc), Chromavision Medical Systems Inc, Safeguard Scientifics Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided provided, further, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 3 contracts

Samples: Quadramed Corp, Quadramed Corp, E Loan Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Series E Preferred Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Series E Preferred Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common Series E Preferred Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 2 contracts

Samples: Continuus Software Corp /Ca, Continuus Software Corp /Ca

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the an Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 2 contracts

Samples: Global Casinos Inc, Biomedical Technology Solutions Holdings Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock Shares upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the CompanyIssuer, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock Shares are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form a form of assignment acceptable to Issuer and attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common StockShares, the Company Issuer may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any issue or transfer tax incidental thereto. Notwithstanding the above, this Warrant is non-transferable, as provided in paragraph 8 below.

Appears in 2 contracts

Samples: Subscription Agreement (Mamma Com Inc), Subscription Agreement (Intasys Corp)

Charges, Taxes and Expenses. Issuance of certificates for shares of --------------------------- Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 2 contracts

Samples: Razorfish Inc, Impco Technologies Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 2 contracts

Samples: Avtel Communications Inc/De, Brilliant Digital Entertainment Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock the Shares upon the exercise of this Warrant shall be made made, subject to compliance with applicable laws, including, without limitation, applicable securities laws, without charge to the holder hereof Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder Holder or, subject to compliance with applicable laws, including, without limitation, applicable securities laws, and the consent of this Warrant the Company (not to be unreasonably withheld, delayed or conditioned), in such name or names as may be directed by the holder of this WarrantHolder; provided, however, that in the event certificates for shares of Common Stock Shares are to be issued in a name other than the name of the holder of this WarrantHolder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereofHolder; and provided further, that upon any such transfer involving involved in the issuance or delivery of any certificates for shares the Shares in a name other than the name of Common Stockthe Holder, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax or other charge or expense incidental thereto.

Appears in 2 contracts

Samples: Stockholder Agreement (Trident Resources Corp), Stockholder Agreement (Trident Resources Corp)

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock and/or the securities representing the shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder Holder of this Warrant or in such name or names as may be directed by the holder Holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder Holder hereof; , and provided further, that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cdex Inc), Subscription Agreement (Cdex Inc)

Charges, Taxes and Expenses. Issuance of certificates for shares --------------------------- of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for -------- ------- shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving involved in the issuance or -------- ------- delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 2 contracts

Samples: Consilium Inc, Ashton Technology Group Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant Holder or in such name or names as may be directed by the holder of this WarrantHolder; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this WarrantHolder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereofHolder; and provided further, that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental theretothereto and an opinion of counsel that such assignment is permissible under applicable securities laws.

Appears in 2 contracts

Samples: Stock Purchase Warrant (PetroShare Corp.), PetroShare Corp.

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof, together with evidence satisfactory to the Company that such transfer or assignment is being made in compliance with all applicable federal and state securities laws; and provided further, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 2 contracts

Samples: Pharmos Corp, Pharmos Corp

Charges, Taxes and Expenses. Issuance of certificates for shares of --------------------------- Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in . In the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof, together with evidence reasonably satisfactory to the Company that such transfer or assignment is being made in compliance with all applicable US federal and state securities laws applicable to the Common Stock; and provided furtherprovided, that upon -------- any such transfer involving the issuance or delivery of any certificates for shares of Common Stockassignment, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: Yeung Howard P L

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental theretothereto and confirmation that the proposed transfer shall be in compliance with applicable federal and state securities law.

Appears in 1 contract

Samples: Vitro Diagnostics Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificatecertificates, all of which taxes and expenses shall be paid by the Company, Company and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this WarrantHolder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereofHolder; and provided further, if the certificates are to be issued in a name other than that upon any transfer involving of the issuance Holder or delivery of any certificates for shares of Common Stockan affiliate thereof, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: Joint Filing Agreement (Ivany Mining Inc)

Charges, Taxes and Expenses. Issuance of certificates for shares of --------------------------- Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in . In the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof, together with evidence reasonably satisfactory to the Company that such transfer or assignment is being made in compliance with all applicable US federal and state securities laws applicable to the Common Stock; and provided furtherprovided, that upon any such transfer involving the issuance or delivery of any certificates for shares of Common Stock-------- assignment, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: Yeung Howard P L

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Preferred Stock upon the exercise of this Warrant shall be made without charge to the holder Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder Holder of this Warrant Warrant, or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Preferred Stock are to be issued in a name other than the name of the holder Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto hereto, duly executed by the holder Holder hereof; and provided further, that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: Securities Purchase Agreement (Terra Energy & Resource Technologies, Inc.)

Charges, Taxes and Expenses. Issuance of certificates for shares --------------------------- of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or federal or state transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: Inchorus Com

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; providedPROVIDED, howeverHOWEVER, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided furtherPROVIDED FURTHER, that upon the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involving involved in the issuance of any Warrant certificates or delivery of any certificates for shares the Warrant Shares in a name other than the name of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental theretoholder.

Appears in 1 contract

Samples: Hybrid Networks Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock the Shares upon the exercise of this Warrant shall be made without charge to the holder hereof Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder Holder or, subject to compliance with applicable laws, including, without limitation, applicable securities laws, and the consent of this Warrant the Company (not to be unreasonably withheld, delayed or conditioned), in such name or names as may be directed by the holder of this WarrantHolder; provided, however, that in the event certificates for shares of Common Stock Shares are to be issued in a name other than the name of the holder of this WarrantHolder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereofHolder; and provided further, that upon any such transfer involving involved in the issuance or delivery of any certificates for shares the Shares in a name other than the name of Common Stockthe Holder, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax or other charge or expense incidental thereto.

Appears in 1 contract

Samples: Common Stock Purchase (Trident Resources Corp)

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Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise or conversion of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificatecertificates, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this WarrantWarrant (with the prior written consent of the Company); provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise or conversion shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereofhereof and the Notice of Exercise duly completed and executed and stating in whose name and certificates are to be issued; and provided further, that upon such assignment shall be subject to applicable laws and regulations. Upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common Stockthe Company's securities, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: Fafco Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder Holder of this Warrant or in such name or names as may be directed by the holder Holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder Holder hereof; and provided further, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: Sciclone Pharmaceuticals Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof and reasonable evidence of compliance with the provisions of Section 2 hereof; and provided further, that upon the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involving involved in the issuance of any Warrant certificates or delivery of any certificates for shares the Warrant Shares in a name other than the name of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental theretoholder.

Appears in 1 contract

Samples: Vaxgen Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock and Purchase Warrants upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock and Purchase Warrants are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: Waverider Communications Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock Warrant Shares upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax issue, transfer, or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant xxxxxx or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax expenses incidental thereto.

Appears in 1 contract

Samples: Registration Rights Agreement (View Systems Inc)

Charges, Taxes and Expenses. Issuance of certificates --------------------------- for shares of Common Stock upon the exercise of this Warrant Shares and/or DOC Warrant Shares shall be made without charge to the holder hereof Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant Holder or in such name or names as may be directed by the holder of this WarrantHolder; provided, however, that in the event certificates for shares of Common Stock Warrant Shares -------- ------- and/or DOC Warrant Shares are to be issued in a name other than the name of the holder of this WarrantHolder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereofHolder; and provided further, that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: Agreement (Applied Digital Solutions Inc)

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereofholder; and provided further, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: Joint Marketing and Development Agreement (Polycom Inc)

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder Holder hereof for any U.S. issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder Holder of this Warrant or in such name or names as may be directed by the holder Holder of this WarrantWarrant so long as such transferees meet the investor suitability requirements set forth in this Warrant and the Investor Representation Statement; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereofHolder hereof and such transferee, together with the Investor Representation Statement; and provided further, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: www.sec.gov

Charges, Taxes and Expenses. Issuance of certificates for shares --------------------------- of Common Stock upon the exercise of this Warrant shall be made without charge to the holder Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder Holder of this Warrant or in such name or names as may be directed by the holder Holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder Holder hereof; and provided further, that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: Stan Lee Media Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Holder of the Warrant shall be responsible for income taxes due under federal, state, or other law, if any, if any such tax is due.

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (Balqon Corp.)

Charges, Taxes and Expenses. Issuance of certificates for shares -- --------------------------- of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: Skylynx Communications Inc

Charges, Taxes and Expenses. Issuance Deposit of certificates for shares of Common Stock upon the exercise of this Warrant Purchased ADSs shall be made without charge to the holder hereof Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificatedeposit, all of which such taxes and or expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax payable by the Holder in respect of any transfer involved in the registration of any of the Purchased ADSs or Warrant in a name other than that of the Holder and such certificates the Holder shall be issued in the name responsible for all other tax liability that may arise as a result of the holder of holding or transferring this Warrant or in such name or names as may be directed by the holder of this Warrantreceiving Purchased ADSs upon exercise hereof; and further provided, however, that in the event certificates for shares of Common Stock are transfer of the Purchased ADSs to be issued in a name any other person or entity other than the name of the holder of this WarrantHolder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereofHolder; and provided further, that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: To Purchase Agreement (Mazor Robotics Ltd.)

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock Shares upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the CompanyIssuer, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock Shares are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form a form of assignment acceptable to Issuer and attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common StockShares, the Company Issuer may require, as a condition thereto, the payment of a sum sufficient suff icient to reimburse it for any issue or transfer tax incidental thereto. Notwithstanding the above, this Warrant is non-transferable, as provided in paragraph 8 below.

Appears in 1 contract

Samples: Subscription Agreement (Mamma Com Inc)

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrantholder; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrantholder, this Warrant when surrendered for exercise shall be he accompanied by the Assignment Form attached hereto duly executed by the holder hereof; , and provided further, that upon the Company shall not be required to pay any tax or taxes or any other fees or expenses applicable to the holder or its transferee which may be payable in respect of any transfer involving involved in the issuance of any Warrant certificates or delivery of any certificates for shares the Warrant Shares in a name other than the name of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental theretoholder.

Appears in 1 contract

Samples: Chromavision Medical Systems Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificateShares, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder Holder of this Warrant or in such name or names as may be directed by the holder Holder of this Warrant; providedPROVIDED, howeverHOWEVER, that in the event certificates for the shares of Common Stock are to be issued in a name other than the name of the holder Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder Holder hereof; and provided further, that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: Cavion Technologies Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock and Investor Warrants upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock or Investor Warrants are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common StockStock or Investor Warrants, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: Micros to Mainframes Inc

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; , and provided further, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, an opinion of counsel to the Company, as to compliance with applicable securities laws, and the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: Subscription Agreement (Consygen Inc)

Charges, Taxes and Expenses. Issuance of certificates for shares of --------------------------- Common Stock upon the exercise of this Warrant shall be made without charge to the holder Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder Holder of this Warrant or in such name or names as may be directed by the holder Holder of this Warrant; provided, however, that in the event certificates for ----------------- shares of Common Stock are to be issued in a name other than the name of the holder Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder Holder hereof; and provided further, that upon any transfer involving involved in the issuance or ---------------- delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Datawave Systems Inc)

Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock the Shares upon the exercise of this Warrant (or portion thereof) shall be made without charge to the registered holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the registered holder of this Warrant or in such name or names as may be directed by the registered holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock the Shares are to be issued in a name other than the name of the registered holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involving involved in the issuance or delivery of any certificates for shares of Common Stockthe Shares, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Appears in 1 contract

Samples: Hyperbaric Systems

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