Common use of Charges, Taxes and Expenses Clause in Contracts

Charges, Taxes and Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, the Notice of Exercise shall be accompanied by the Assignment Form, attached hereto as Exhibit B, duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto and this Warrant shall be surrendered to the Company and, if any portion of this Warrant remains unexercised, a new Warrant in the form hereof shall be delivered to the assignee. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

Appears in 82 contracts

Samples: Underwriting Agreement (Aduro Clean Technologies Inc.), Security Agreement (ZyVersa Therapeutics, Inc.), Common Stock Purchase Warrant (Aptevo Therapeutics Inc.)

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Charges, Taxes and Expenses. The issuance Issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, the Notice of Exercise this Warrant when surrendered for exercise shall be accompanied by the Assignment Form, Form attached hereto as Exhibit B, B duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto thereto, and this Warrant shall be surrendered to the Company and, if any portion of this Warrant remains unexercised, a new Warrant in the form hereof shall be delivered by the Company to the assignee. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

Appears in 9 contracts

Samples: Common Stock Purchase Warrant (Scorpius Holdings, Inc.), Pre Funded Common Stock Purchase Warrant (Alta Global Group LTD), Pre Funded Common Stock Purchase Warrant (Scorpius Holdings, Inc.)

Charges, Taxes and Expenses. The issuance and delivery Issuance of Warrant Shares (or the issuance of Conversion Shares in a Conversion Share Delivery) shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares (or, if applicable, Conversion Shares), all of which taxes and expenses shall be paid by the Company, and such Warrant Shares (or, if applicable, Conversion Shares) shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, the Notice of Exercise this Warrant when surrendered for exercise shall be accompanied by the Assignment Form, Form attached hereto as Exhibit B, duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto and this Warrant shall be surrendered to the Company and, if any portion of this Warrant remains unexercised, a new Warrant in the form hereof shall be delivered to the assigneethereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

Appears in 4 contracts

Samples: Series 1/2 Preferred Stock Purchase Warrant (Innovation Pharmaceuticals Inc.), Warrant Agreement (Innovation Pharmaceuticals Inc.), Preferred Stock Purchase Warrant (Innovation Pharmaceuticals Inc.)

Charges, Taxes and Expenses. The issuance and delivery of Warrant Shares and Exchange Warrants shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant SharesShares or Exchange Warrants, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares or Exchange Warrants shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, that in the event that Warrant Shares or Exchange Warrants are to be issued in a name other than the name of the Holder, the Notice of Exercise shall be accompanied by the Assignment Form, Form attached hereto as Exhibit B, B duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto and this Warrant shall be surrendered to the Company and, if any portion of this Warrant remains unexercised, a new Warrant in the form hereof shall be delivered to the assignee. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant SharesShares if applicable.

Appears in 4 contracts

Samples: Security Agreement (Aprea Therapeutics, Inc.), Security Agreement (Aprea Therapeutics, Inc.), Warrant Agreement (Kiora Pharmaceuticals Inc)

Charges, Taxes and Expenses. The issuance and delivery Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax (other than any tax or taxes which may be payable as a result of the issuance or delivery of the Warrant Shares in a name other than the name of the Holder) or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, the Notice of Exercise this Warrant when surrendered for exercise shall be accompanied by the Assignment Form, Form attached hereto as Exhibit B, duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto and this Warrant shall be surrendered to the Company and, if any portion of this Warrant remains unexercised, a new Warrant in the form hereof shall be delivered to the assigneethereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

Appears in 3 contracts

Samples: Security Agreement (RVL Pharmaceuticals PLC), Security Agreement (RVL Pharmaceuticals PLC), Security Agreement (RVL Pharmaceuticals PLC)

Charges, Taxes and Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, the Notice of Exercise shall be accompanied by the Assignment Form, attached hereto as Exhibit B, duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto and this Warrant shall be surrendered surrender to the Company and, if any portion of this Warrant remains unexercised, a new Warrant in the form hereof shall be delivered to the assignee. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Nxu, Inc.), Securities Purchase Agreement (Nxu, Inc.), Securities Purchase Agreement (Nxu, Inc.)

Charges, Taxes and Expenses. The issuance and delivery Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, thatthat any and all income taxes and capital gain taxes applicable to the Holder and its affiliates or assignees in connection with the grant of this Warrant or the exercise thereof shall be borne exclusively by the Holder, provided, further, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, the Notice of Exercise this Warrant when surrendered for exercise shall be accompanied by the assignment form (the “Assignment Form, ”) substantially in the form attached hereto as Exhibit B, duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto and this Warrant shall be surrendered to the Company and, if any portion of this Warrant remains unexercised, a new Warrant in the form hereof shall be delivered to the assigneethereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

Appears in 2 contracts

Samples: Security Agreement (PolyPid Ltd.), Security Agreement (PolyPid Ltd.)

Charges, Taxes and Expenses. The issuance and delivery Issuance of certificates for shares of Common Stock upon the exercise of this Warrant Shares shall be made without charge to the Holder Warrantholder, for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Sharescertificate, all of which taxes and expenses shall be paid by the CompanyCompany (except that the Warrantholder and/or transferee shall be responsible for taxes in respect of any transfer occurring contemporaneously therewith), and such Warrant Shares certificates shall be issued in the name of the Holder Warrantholder or in such name or names as may be directed by the HolderWarrantholder; provided, however, that, that in the event that Warrant Shares certificates for shares of Common Stock are to be issued in a name other than the name of the HolderWarrantholder, the Notice of Exercise this Warrant when surrendered for exercise shall be accompanied by the Assignment Form, Form attached hereto as Exhibit B, duly executed by the Holder Warrantholder; and provided further, that upon any transfer involved in the issuance or delivery of any certificates for shares of Common Stock or replacement for this Warrant (or any portion thereof), the Company may require, as a condition thereto, that the Warrantholder shall make payment of a sum sufficient to reimburse it the Company for any transfer tax incidental thereto and this Warrant that the transferee shall be surrendered to the Company and, if any portion of this Warrant remains unexercised, a new Warrant in the form hereof shall be delivered to the assignee. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Sharesexecute an appropriate investment representation.

Appears in 2 contracts

Samples: Warrant Agreement (Friendlyway CORP), Warrant Agreement (Friendlyway CORP)

Charges, Taxes and Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, the Notice of Exercise this Warrant when surrendered for exercise shall be accompanied by the Assignment Form, Form attached hereto as Exhibit B, B duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto thereto, and this Warrant shall be surrendered to the Company and, if any portion of this Warrant remains unexercised, a new Warrant in the form hereof shall be delivered by the Company to the assignee. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

Appears in 2 contracts

Samples: Warrant Agreement (Imunon, Inc.), Warrant Agreement (Imunon, Inc.)

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Charges, Taxes and Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, the Notice of Exercise this Warrant when surrendered for exercise shall be accompanied by the Assignment Form, Form attached hereto as Exhibit B, B duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto thereto, and this Warrant shall be surrendered to the Company and, if any portion of this Warrant remains unexercised, a new Warrant in the form hereof shall be delivered by the Company to the assignee. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

Appears in 2 contracts

Samples: Warrant Agreement (Imunon, Inc.), Pre Funded Warrant Agreement (Imunon, Inc.)

Charges, Taxes and Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, the Notice of Exercise this Warrant when surrendered for exercise shall be accompanied by the Assignment Form, Form attached hereto as Exhibit B, duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto thereto, and this Warrant shall be surrendered to the Company and, if any portion of this Warrant remains unexercised, a new Warrant in the form hereof shall be delivered to the assignee. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company DTC (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

Appears in 2 contracts

Samples: Warrant Agreement (Zivo Bioscience, Inc.), Pre Funded Warrant Agreement (Zivo Bioscience, Inc.)

Charges, Taxes and Expenses. The issuance and delivery Issuance of Warrant Shares ADSs shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant SharesADSs, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares ADSs shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, that in the event that Warrant Shares ADSs are to be issued in a name other than the name of the Holder, the Notice of Exercise this Warrant when surrendered for exercise shall be accompanied by the Assignment Form, Form attached hereto as Exhibit B, duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto thereto, and this Warrant shall be surrendered to the Company and, if any portion of this Warrant remains unexercised, a new Warrant in the form hereof shall be delivered to the assignee. The Company shall pay all Transfer Agent Depositary fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company DTC (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant SharesADSs.

Appears in 1 contract

Samples: Pre Funded Warrant Agreement (AnPac Bio-Medical Science Co., Ltd.)

Charges, Taxes and Expenses. The issuance and delivery Issuance of Warrant Shares shall be made without charge to the Holder for any issue issue, transfer, stamp or transfer other tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the HolderHolder in the Notice of Exercise; provided, however, that, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, the Notice of Exercise shall be accompanied by an assignment form substantially in the Assignment Form, form attached hereto as Exhibit B, B duly completed and executed by the Holder Holder, and the Company may require, as a condition theretoto the issuance of the relevant Warrant Shares to any such Person other than the Holder, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto and this Warrant shall be surrendered or evidence reasonably satisfactory to the Company andthat such tax has been paid. Without limiting the generality of the foregoing, if any portion of this Warrant remains unexercised, a new Warrant in the form hereof shall be delivered to the assignee. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares, if applicable.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Universal Electronics Inc)

Charges, Taxes and Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, the Notice of Exercise shall be accompanied by the Assignment Form, attached hereto as Exhibit B, duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto and this Warrant shall be surrendered to the Company and, if any portion of this Warrant remains unexercised, a new Warrant in the form hereof shall be delivered to the assignee. The Company shall pay all Transfer Agent fees required for same-same day processing of any Notice of Exercise and all fees to the Depository Trust Company DTC (or another established clearing corporation performing similar functions) required for same-day electronic same dayelectronic delivery of the Warrant Shares.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Digital Ally, Inc.)

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