Common use of Conditions to Transfer Clause in Contracts

Conditions to Transfer. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (i) an investment covenant signed by the proposed transferee, (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth herein on the certificate or certificates representing the securities acquired by such transferee, (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iv) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph.

Appears in 28 contracts

Samples: Note Purchase Agreement (Magic Lantern Group Inc), Warrant Agreement (Dynagen Inc), Warrant Agreement (Us Patriot Inc)

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Conditions to Transfer. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (i) an investment covenant signed by the proposed transferee, (ii) an agreement by such transferee to the impression of that the restrictive investment legend set forth herein above be placed on the certificate or certificates representing the securities acquired by such transferee, (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iv) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph.

Appears in 4 contracts

Samples: Loan Agreement (Gender Sciences Inc), Loan Agreement (Gender Sciences Inc), Bridge Financing Agreement (Axys Pharmaceuticals Inc)

Conditions to Transfer. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (i) an investment covenant signed by the proposed transferee, transferee (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth herein on the certificate or certificates representing the securities acquired by such transferee, (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iv) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph.

Appears in 3 contracts

Samples: Sales Agency, Development and License Agreement (Palomar Medical Technologies Inc), Warrant Agreement (Palomar Medical Technologies Inc), Warrant Agreement (Palomar Medical Technologies Inc)

Conditions to Transfer. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the CompanyCorporation, deliver to the Company Corporation (i) an investment covenant signed by the proposed transferee, (ii) an agreement by such transferee to the impression of that the restrictive investment legend set forth herein above be placed on the certificate or certificates representing the securities acquired by such transferee, (iii) an agreement by such transferee that the Company Corporation may place a "stop transfer order" with its transfer agent or registrar, and (iv) an agreement by the transferee to indemnify the Company Corporation to the same extent as set forth in the next succeeding paragraph.

Appears in 2 contracts

Samples: Loan Agreement (Ontro Inc), Warrant Agreement (Ontro Inc)

Conditions to Transfer. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (i) an investment covenant signed by the proposed transferee, (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth herein on the certificate certificate, certificates or certificates agreement representing the securities Securities acquired by such transferee, (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iv) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph.

Appears in 2 contracts

Samples: Warrant Agreement (Adstar Com Inc), Warrant Agreement (Adstar Com Inc)

Conditions to Transfer. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (i) an investment covenant signed by the proposed transferee, transferee (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth herein on the certificate or certificates representing the securities acquired by such transferee, (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iv) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph.

Appears in 2 contracts

Samples: Warrant Agreement (Palomar Medical Technologies Inc), Warrant Agreement (Palomar Medical Technologies Inc)

Conditions to Transfer. Prior to any such proposed transfer, and ---------------------- as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (i) an investment covenant signed agreement by the proposed transferee, (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth herein on the certificate or certificates representing the securities acquired by such transferee, (iiiii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iviii) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph.

Appears in 2 contracts

Samples: Warrant Agreement (Video Update Inc), Warrant Agreement (Unifi Communications Inc)

Conditions to Transfer. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (i) an a representation of investment covenant intent signed by the proposed transferee, (ii) an agreement by such transferee to the impression placing of the restrictive investment legend substantially in the form set forth herein on the certificate or certificates representing the securities acquired by such transferee, (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iv) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph, and (v) other documentation, certificates or instruments reasonably requested by the Company or its counsel.

Appears in 1 contract

Samples: Warrant Agreement (Ovation Products Corp)

Conditions to Transfer. Prior to any such proposed transfertransfer referred to in subparagraph (a) above, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (i) an investment covenant signed by the proposed transferee, (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth herein on the certificate or certificates representing the securities acquired by such transferee, (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iv) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph.

Appears in 1 contract

Samples: Warrant Agreement (Boo Koo Holdings, Inc)

Conditions to Transfer. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (iI) an investment covenant signed by the proposed transferee, (iiII) an agreement by such transferee to the impression of the restrictive investment legend set forth herein on the certificate or certificates representing the securities acquired by such transferee, (iiiIII) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (ivIV) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph.

Appears in 1 contract

Samples: Warrant Agreement (Locateplus Holdings Corp)

Conditions to Transfer. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (i) an investment covenant signed by the proposed transferee, (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth herein on the certificate or certificates representing the securities acquired by such transferee, (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, registrar and (iv) an agreement by the transferee to indemnify indemnity the Company to the same extent as set forth in the next succeeding paragraph.

Appears in 1 contract

Samples: Option Agreement (Computer Marketplace Inc)

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Conditions to Transfer. Prior to any such proposed transfer, and as ---------------------- a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (i) an investment covenant signed agreement by the proposed transferee, (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth herein on the certificate or certificates representing the securities acquired by such transferee, (iiiii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iviii) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph.

Appears in 1 contract

Samples: Lease (Unifi Communications Inc)

Conditions to Transfer. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (i) an investment covenant signed by the proposed transferee, (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth herein on the certificate or certificates representing the securities acquired acquire by such transferee, transferee and (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iv) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph.

Appears in 1 contract

Samples: Registration Rights Agreement (Autoinfo Inc)

Conditions to Transfer. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the CompanyCorporation, deliver to the Company Corporation: (i) an investment covenant signed by the proposed transferee, ; (ii) an agreement by such transferee to the impression of that the restrictive investment legend set forth herein above be placed on the certificate or certificates representing the securities acquired by such transferee, ; (iii) an agreement by such transferee that the Company Corporation may place a "stop transfer order" with its transfer agent or registrar, ; and (iv) an agreement by the transferee to indemnify the Company Corporation to the same extent as set forth in the next succeeding paragraphSubsection.

Appears in 1 contract

Samples: Acquisition Agreement (Ammonia Hold Inc)

Conditions to Transfer. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (iI) an investment covenant signed by the proposed transferee, (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth herein on the certificate or certificates representing the securities acquired by such transferee, (iiiIII) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (ivIV) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph.

Appears in 1 contract

Samples: Warrant Agreement (Locateplus Holdings Corp)

Conditions to Transfer. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Selling Shareholders and the Company (i) an investment covenant signed by the proposed transferee, (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth herein on the certificate or certificates representing the securities acquired by such transferee, (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iv) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph.

Appears in 1 contract

Samples: Warrant Agreement (International Computex Inc)

Conditions to Transfer. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the CompanyCorporation, deliver to the Company Corporation: (i) an investment covenant signed by the proposed transferee, ; (ii) an agreement by such transferee to the impression of that the restrictive investment legend set forth herein above be placed on the certificate or certificates representing the securities acquired by such transferee, ; (iii) an agreement by such transferee that the Company Corporation may place a "stop transfer order" with its transfer agent or registrar, ; and (iv) an agreement by the transferee to indemnify the Company Corporation to the same extent as set forth in the next succeeding paragraphSubsection.

Appears in 1 contract

Samples: Warrant Agreement (St Lawrence Seaway Corp)

Conditions to Transfer. Prior to any such proposed transfer, and as ;a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities ActAct of 1933, the Holder will, if requested by the Company, deliver to the Company (i) an investment covenant signed by the proposed transferee, (ii) an agreement by such transferee to the impression of that the restrictive investment legend set forth herein above be placed on the certificate or certificates representing the securities acquired by such transferee, (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iv) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rich Acquisitions LLC)

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