Common use of Exchange, Transfer or Assignment of Warrant Clause in Contracts

Exchange, Transfer or Assignment of Warrant. (a) This Warrant and all rights hereunder are not transferable by the Holder hereof except to any Person who, prior to such transfer, agrees in writing to the terms and conditions hereof, including that this Warrant and the shares issued on exercise hereof shall be subject to the provisions of the Equity Registration Rights Agreement and Sections 6.01, 6.05 and 6.06 of the Transaction Agreement. Each taker and holder of this Warrant by taking or holding the same, consents and agrees that the registered holder hereof may be treated by the Corporation and all other Persons dealing with this Warrant as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby. (b) Subject to Section 6(a) hereof and to the requirements of state and federal securities laws, the Holder of this Warrant shall be entitled to assign and transfer this Warrant, at any time in whole or from time to time in part, to any Person or Persons. Subject to the preceding sentence, upon surrender of this Warrant to the Corporation, together with the attached Warrant Assignment Form duly executed, the Corporation shall, without charge, execute and deliver a new Warrant in the name of the assignee or assignees named in such instrument of assignment and, if the Holder's entire interest is not being assigned, in the name of the Holder, and this Warrant shall promptly be canceled.

Appears in 4 contracts

Samples: Warrant Agreement (Choice One Communications Inc), Warrant Agreement (Choice One Communications Inc), Warrant Agreement (Choice One Communications Inc)

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Exchange, Transfer or Assignment of Warrant. (a) 6.1 This Warrant may be, at the option of the Holder, and all rights hereunder upon presentation and surrender hereof to the Company at its principal office or to the Company's agent at its office, (x) exchanged for other Warrants of different denominations, entitling the Holder or Holders to purchase in the aggregate the same number of Warrant Shares at the Exercise Price or, (y) if delivered together with a written notice specifying the denominations in which new Warrants are not transferable to be issued and signed by the Holder hereof except to any Person whoHolder, prior to such transfer, agrees in writing to divided or combined with other Warrants that carry the terms and conditions hereof, including that this Warrant and the shares issued on exercise hereof shall be subject to the provisions of the Equity Registration Rights Agreement and Sections 6.01, 6.05 and 6.06 of the Transaction Agreement. Each taker and holder of this Warrant by taking or holding the same, consents and agrees that the registered holder hereof may be treated by the Corporation and all other Persons dealing with this Warrant as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented herebysame rights. (b) 6.2 Subject to Section 6(a) hereof and to the requirements of state and federal securities laws4, the Holder of this Warrant shall may be entitled to assign transferred and transfer this Warrantassigned, at any time in whole or from time to time in part, to any Person or Persons. Subject to the preceding sentenceoption of the Holder, upon surrender of this Warrant to the CorporationCompany at its principal office or to the Company's agent at its office, together with the Warrant assignment form attached hereto ("Warrant Assignment Form Form") duly executed, the Corporation shall, without charge, executed and accompanied by funds sufficient to pay any transfer tax. The Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees named in such instrument of assignment Warrant Assignment Form and, if the Holder's entire interest is not being transferred or assigned, in the name of the Holder, ; and this Warrant shall promptly be canceledcancelled. 6.3 Any transfer or exchange of this Warrant shall be without charge to the Holder and any Warrant or Warrants issued pursuant to this Section 6 shall be dated the date hereof.

Appears in 3 contracts

Samples: Common Stock Warrant (Apollon Inc), Common Stock Warrant (Apollon Inc), Common Stock Warrant (Apollon Inc)

Exchange, Transfer or Assignment of Warrant. (a1) This Warrant Certificate and all rights hereunder are not transferable by the Holder registered holder hereof except to any Person who, prior to such transfer, agrees in writing writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions hereof, including that this Warrant and of the shares issued on exercise hereof shall be subject to Shareholders Agreement in accordance with the provisions of the Equity Registration Rights Agreement and Sections 6.01, 6.05 and 6.06 of the Transaction Agreementthereof. Each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that the registered holder hereof may be treated by the Corporation Company and all other Persons persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person person entitled to exercise the rights represented hereby. (b2) Subject to Section 6(a) hereof and compliance with the legend to the requirements of state and federal securities lawsthis Warrant Certificate, the Holder of this Warrant shall be entitled entitled, without obtaining the consent of the Company, to assign and transfer this Warrant, at any time in whole or from time to time in part, to any Person or Persons. Subject to the preceding sentence, upon surrender of this Warrant to the CorporationCompany, together with the attached Warrant Assignment Form duly executed, the Corporation Company shall, without chargecharge (except that the Holder or assignee shall pay any and all documentary, stamp or similar transfer taxes payable in respect of the registration or transfer of all or part of this Warrant in the name of, or to, assignee) execute and deliver a new Warrant in the name of the assignee or assignees named in such instrument of assignment and, if the Holder's entire interest is not being assigned, in the name of the Holder, Holder and this Warrant shall promptly be canceled.

Appears in 2 contracts

Samples: Warrant Agreement (Wilsons the Leather Experts Inc), Warrant Agreement (Wilsons the Leather Experts Inc)

Exchange, Transfer or Assignment of Warrant. (a) This Warrant Certificate and all rights hereunder are not transferable by the Holder registered holder hereof except to any Person who, prior to such transfer, agrees in writing writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions hereof, including that this Warrant and of the shares issued on exercise hereof shall be subject to Investment Agreement in accordance with the provisions of the Equity Registration Rights Agreement and Sections 6.01, 6.05 and 6.06 of the Transaction Agreementthereof. Each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that the registered holder hereof may be treated by the Corporation Company and all other Persons persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person person entitled to exercise the rights represented hereby. (b) Subject to Section 6(a) hereof and to the requirements of state and federal securities laws, the The Holder of this Warrant shall be entitled entitled, without obtaining the consent of the Company to assign and transfer this Warrant, at any time in whole or from time to time in part, to any Person or Persons. Subject to the preceding sentence, upon surrender of this Warrant to the CorporationCompany, together with the attached Warrant Assignment Form duly executed, the Corporation Company shall, without charge, execute and deliver a new Warrant in the name of the assignee or assignees named in such instrument of assignment and, if the Holder's entire interest is not being assigned, in the name of the Holder, Holder and this Warrant shall promptly be canceled.

Appears in 1 contract

Samples: Investment Agreement (Integramed America Inc)

Exchange, Transfer or Assignment of Warrant. (a) This Subject to compliance with applicable federal and state securities laws and the provisions of the Warrant, this Warrant Certificate and all rights hereunder are not transferable by the Holder hereof except to any Person who, prior to such transfer, agrees in writing to the terms and conditions registered holder hereof, including that this Warrant and the shares issued on exercise hereof shall be subject to the provisions of the Equity Registration Rights Agreement and Sections 6.01, 6.05 and 6.06 of the Transaction Agreement. Each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that the registered holder hereof may be treated by the Corporation Company and all other Persons persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person person entitled to exercise the rights represented hereby. (b) Subject to Section 6(a) hereof compliance with applicable federal and to state securities laws and the requirements provisions of state and federal securities lawsthis Warrant, the Holder of this Warrant shall be entitled to assign and transfer this Warrant, at any time in whole or from time to time in partpart (subject to Section 3 hereof, without obtaining the consent of the Company), to any Person or Persons. Subject to the preceding sentence, upon surrender of this Warrant to the CorporationCompany, together with the attached Warrant Assignment Form duly executed, the Corporation Company shall, as promptly as reasonably practicable, without charge, execute and deliver a new Warrant in the name of the assignee or assignees named in such instrument of assignment and, if the Holder's entire interest is not being assigned, in the name of the Holder, Holder and this Warrant shall promptly be canceled.

Appears in 1 contract

Samples: Transaction Agreement (Diversa Corp)

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Exchange, Transfer or Assignment of Warrant. (a) This Warrant and all rights hereunder are not transferable by the Holder hereof except unless and until this Warrant becomes exercisable pursuant to any Section 2 hereof. If this Warrant becomes exercisable pursuant to Section 2 hereof, this Warrant shall only be transferable to a Person who, prior to such transfer, agrees in writing to the terms and conditions hereof, including that this Warrant and the shares issued on exercise hereof shall be subject to the provisions of the Equity Registration Rights Agreement and Sections 6.01, 6.05 and 6.06 of the Transaction Agreement. Each taker and holder of this Warrant by taking or holding the same, consents and agrees that the registered holder hereof may be treated by the Corporation and all other Persons dealing with this Warrant as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby. (b) Subject to Section 6(a) hereof and to the requirements of state and federal securities laws, the Holder of this Warrant shall be entitled to assign and transfer this Warrant, at any time in whole or from time to time in part, to any Person or Persons. Subject to the preceding sentence, upon surrender of this Warrant to the Corporation, together with the attached Warrant Assignment Form duly executed, the Corporation shall, without charge, execute and deliver a new Warrant in the name of the assignee or assignees named in such instrument of assignment and, if the Holder's entire interest is not being assigned, in the name of the Holder, and this Warrant shall promptly be canceled.

Appears in 1 contract

Samples: Warrant Agreement (Choice One Communications Inc)

Exchange, Transfer or Assignment of Warrant. (a) This Warrant Certificate and all rights hereunder are not transferable by the Holder registered holder hereof except to any Person who, prior to such transfer, agrees in writing writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions hereof, including that this Warrant and of the shares issued on exercise hereof shall be subject to Securities Purchase Agreement in accordance with the provisions of the Equity Registration Rights Agreement and Sections 6.01, 6.05 and 6.06 of the Transaction Agreementthereof. Each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that the registered holder hereof may be treated by the Corporation Company and all other Persons persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person person entitled to exercise the rights represented hereby. (b) Subject to Section 6(a) hereof and to compliance with the requirements of state and federal securities lawsSecurities Purchase Agreement, the Holder of this Warrant shall be entitled entitled, without obtaining the consent of the Company to assign and transfer this Warrant, at any time in whole or from time to time in part, to any Person or Persons. Subject to the preceding sentence, upon surrender of this Warrant to the CorporationCompany, together with the attached Warrant Assignment Form duly executed, the Corporation Company shall, without charge, execute and deliver a new Warrant in the name of the assignee or assignees named in such instrument of assignment and, if the Holder's entire interest is not being assigned, in the name of the Holder, Holder and this Warrant shall promptly be canceled.

Appears in 1 contract

Samples: Warrant Agreement (Bank of America Corp /De/)

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