Common use of Dispositions of Securities Clause in Contracts

Dispositions of Securities. (a) Subject to compliance with the Securities Act, applicable state securities laws and the requirement as to placement of a legend on certificates for Restricted Securities specified in Section 4.03, this Warrant and all rights hereunder are transferable (subject to any restrictive legends hereon), in whole or in part, upon surrender of this Warrant to the Issuer, together with a written assignment of this Warrant duly executed by the Holder hereof or such Holder's agent or attorney. Such written assignment shall be in the form of the Assignment Form attached as Annex 2 hereto. Upon such surrender, the Issuer shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and the original Warrant shall promptly be canceled. (b) The Warrant may be exchanged for other Warrants of the same series upon presentation to the Issuer, together with a written notice specifying the denominations in which new Warrants are to be issued, signed by the Holder hereof. The Issuer shall execute and deliver a new Warrant or Warrants to the Holder in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. The Issuer shall pay all expenses, taxes (other than Federal, state or local income taxes) and other charges payable in connection with the preparation, issuance and delivery of the Warrants, including any transfer or exchange thereof. (c) The Issuer shall maintain books for the registration and transfer of the Warrants, and shall allow each Holder to inspect such books at such reasonable times as such Holder shall request.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Fw Integrated Orthopaedics Investors Lp), Warrant Agreement (Integrated Orthopedics Inc)

AutoNDA by SimpleDocs

Dispositions of Securities. (a) Subject Notwithstanding anything herein in this Agreement or the Warrant to the contrary, but subject to compliance with the Securities Act, applicable state securities laws and the requirement as to placement of a legend on certificates for Restricted Securities specified in Section 4.03, this the Common Shares, the Warrant and all rights hereunder thereunder are transferable (subject to any restrictive legends hereonthereon), in whole or in partpart at any time after the Closing Date, upon surrender of this Warrant the same to the IssuerCompany, together with a written assignment of this Warrant thereof duly executed by the Holder hereof thereof or such Holder's agent or attorney. Such written assignment shall be in the form of the Assignment Form attached as Annex 2 1 hereto. Upon such surrender, the Issuer Company shall execute and ------- deliver a new certificates representing such Common Shares or Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and the original Warrant certificates therefor shall promptly be canceled. (b) The Warrant may be exchanged for other Warrants of the same series upon presentation to the IssuerCompany, together with a written notice specifying the denominations in which new Warrants are to be issued, signed by the Holder hereofthereof. The Issuer Company shall execute and deliver a new Warrant or Warrants to the Holder in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. The Issuer Company shall pay all expenses, taxes (other than Federal, state or local income including transfer taxes) and other charges payable in connection with the preparation, issuance and delivery of the Warrants, including any transfer or exchange thereof. (c) The Issuer Company shall maintain books for the registration and transfer of the Warrants, and shall allow each Holder of Common Shares and Warrants to inspect such books at such reasonable times as such Holder shall request.

Appears in 1 contract

Samples: Securities Purchase Agreement (Frontier Airlines Inc /Co/)

Dispositions of Securities. (a) Subject Notwithstanding anything herein in this Agreement or the Warrant to the contrary, but subject to compliance with the Securities Act, applicable state securities laws and the requirement as to placement of a legend on certificates for Restricted Securities specified in Section 4.03, this the Warrant and all rights hereunder thereunder are transferable (subject to any restrictive legends hereonthereon), in whole or in part, upon surrender of this the Warrant to the IssuerCompany, together with a written assignment of this the Warrant duly executed by the Holder hereof thereof or such Holder's agent or attorney. Such written assignment shall be in the form of the Assignment Form attached as Annex 2 1 hereto. Upon such ------- surrender, the Issuer Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and the original Warrant shall promptly be canceled. (b) The Warrant may be exchanged for other Warrants of the same series upon presentation to the IssuerCompany, together with a written notice specifying the denominations in which new Warrants are to be issued, signed by the Holder hereofthereof. The Issuer Company shall execute and deliver a new Warrant or Warrants to the Holder in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. The Issuer Company shall pay all expenses, taxes (other than Federal, state or local income including transfer taxes) and other charges payable in connection with the preparation, issuance and delivery of the Warrants, including any transfer or exchange thereof. (c) The Issuer Company shall maintain books for the registration and transfer of the Warrants, and shall allow each Holder of Warrants to inspect such books at such reasonable times as such Holder shall request.. Warrant Agreement -----------------

Appears in 1 contract

Samples: Warrant Agreement (Frontier Airlines Inc /Co/)

Dispositions of Securities. (a) Notwithstanding anything herein to the contrary, no Investor may assign all or any portion of its rights under this Agreement and the Warrant(s) held by such Investor if after giving effect to such transfer there would be more than five holders of the Warrants. Subject to the foregoing and to compliance with the Securities ActAct and the Stockholders Agreement, applicable state securities laws and the requirement as to placement of a legend on certificates for Restricted Securities specified in Section 4.03, this Warrant and all rights hereunder are transferable (subject to any restrictive legends hereon), in whole or in part, upon surrender of this Warrant to the Issuer, together with a written assignment of this Warrant duly executed by the Holder hereof or such Holderholder's agent or attorney. Such written assignment shall be in the form of the Assignment Form attached as Annex 2 hereto. Upon such surrender, and receipt by the Issuer of a written agreement (in form reasonably satisfactory to the Issuer) of the assignee agreeing to be bound by the Stockholders Agreement to the same extent that the Holder was so bound, the Issuer shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and the original Warrant shall promptly be canceled. (b) The Warrant warrant may be exchanged for other Warrants of the same series upon presentation to the Issuer, together with a written notice specifying the denominations in which new Warrants are to be issued, signed by the Holder hereof. The Issuer shall execute and deliver a new Warrant or Warrants to the Holder holder in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. The Issuer shall pay all expenses, taxes (other than Federal, state or local income including transfer taxes) and other charges payable in connection with the preparation, issuance and delivery of the Warrants, including any transfer or exchange thereof. (c) The Issuer shall maintain books for the registration and transfer of the Warrants, and shall allow each Holder holder of Warrants to inspect such books at such reasonable times as such Holder holder shall request.

Appears in 1 contract

Samples: Warrant Agreement (Aerosol Services Co Inc)

AutoNDA by SimpleDocs

Dispositions of Securities. (a) Subject to compliance with the Securities Act, applicable state securities laws and the requirement as to placement of a legend on certificates for Restricted Securities specified in Section 4.03, A Warrant issued under this Warrant Agreement and all rights hereunder thereunder are transferable (subject to any restrictive legends hereonthereon), in whole or in part, upon surrender of this such Warrant to the Issuer, together with a written assignment of this such Warrant duly executed by the Holder hereof or such Holder's agent or attorney. Such written assignment shall be in the form of the Assignment Form attached as Annex 2 hereto. Upon such surrender, the Issuer shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and the original Warrant shall promptly be canceled. (b) The A Warrant may be exchanged for other Warrants of the same series upon presentation to the Issuer, together with a written notice specifying the denominations in which new Warrants are to be issued, signed by the Holder hereofthereof. The Issuer shall execute and deliver a new Warrant or Warrants to the Holder in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. The Issuer shall pay all expenses, taxes (other than Federal, state or local income taxes) and other charges payable in connection with the preparation, issuance and delivery of the WarrantsWarrant, including any transfer or exchange thereof. (c) The Issuer shall maintain books for the registration and transfer of the WarrantsWarrant, and shall allow each Holder to inspect such books at such reasonable times as such Holder shall request.

Appears in 1 contract

Samples: Merger Agreement (Integrated Orthopedics Inc)

Dispositions of Securities. (a) Subject Notwithstanding anything herein in this Agreement or the Warrant to the contrary, but subject to compliance with the Securities Act, applicable state securities laws and the requirement as to placement of a legend on certificates for Restricted Securities specified in Section 4.03, this the Warrant and all rights hereunder thereunder are transferable (subject to any restrictive legends hereonthereon), in whole or in part, upon surrender of this the Warrant to the IssuerCompany, together with a written assignment of this the Warrant duly executed by the Holder hereof thereof or such Holder's agent or attorney. Such written assignment shall be in the form of the Assignment Form attached as Annex 2 1 hereto. Upon such ------- surrender, the Issuer Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and the original Warrant shall promptly be canceled.. Warrant Agreement ----------------- (b) The Warrant may be exchanged for other Warrants of the same series upon presentation to the IssuerCompany, together with a written notice specifying the denominations in which new Warrants are to be issued, signed by the Holder hereofthereof. The Issuer Company shall execute and deliver a new Warrant or Warrants to the Holder in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. The Issuer Company shall pay all expenses, taxes (other than Federal, state or local income including transfer taxes) and other charges payable in connection with the preparation, issuance and delivery of the Warrants, including any transfer or exchange thereof. (c) The Issuer Company shall maintain books for the registration and transfer of the Warrants, and shall allow each Holder of Warrants to inspect such books at such reasonable times as such Holder shall request.

Appears in 1 contract

Samples: Warrant Agreement (Frontier Airlines Inc /Co/)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!