Limited Transfer. (a) This Warrant may not be sold, transferred, assigned or hypothecated by the Holder and is so transferable only on the books of the Company which the Company shall cause to be maintained for such purpose. The Company may treat the registered holder of record as the Holder for all purposes. The Company shall permit any holder of a Warrant or his duly authorized attorney, upon written request during ordinary business hours, to inspect and copy or make extracts from its books showing the registered holders of Warrants. (b) In no event shall the Company be obligated to effect any transfer of Warrants or Warrant Shares unless a registration statement is in effect with respect thereto under applicable state and Federal securities laws or unless the Company has received an opinion in substance reasonably satisfactory to it from counsel that such registration is not required. Unless registered, the Warrant Shares issued upon exercise of the Warrants shall be subject to a stop transfer order and the certificate or certificates evidencing such Warrant Shares shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO A REGISTRATION STATEMENT. ACCORDINGLY, SUCH SHARES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER SUCH ACT, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT."
Appears in 4 contracts
Samples: Warrant Agreement (TTR Inc), Warrant Agreement (TTR Inc), Warrant Agreement (TTR Inc)
Limited Transfer. (a) This Warrant may not be sold, transferred, assigned or hypothecated by the Holder except in a transation exempt from registration under the Securities Act and any applicable state securities laws, and is so transferable only on the books of the Company which the Company shall cause to be maintained for such purpose. The Company may treat the registered holder of record as the Holder for all purposes. The Company may require the Holder to provide the Company with an opinion of counsel in substance reasonably satisfactory to it or to its counsel as to such exemption. The Company shall permit any holder of a Warrant or his duly authorized attorney, upon written request during ordinary business hours, to inspect and copy or make extracts from its books showing the registered holders of Warrants.
(b) In no event shall the Company be obligated to effect any transfer of Warrants or Warrant Shares unless a registration statement is in effect with respect thereto under applicable state and Federal securities laws or unless the Company has received an opinion in substance reasonably satisfactory to it from counsel that such registration is not required. Unless registered, the Warrant Shares issued upon exercise of the Warrants shall be subject to a stop transfer order and the certificate or certificates evidencing such Warrant Shares shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO A REGISTRATION STATEMENT. ACCORDINGLY, SUCH SHARES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER SUCH ACT, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT."
Appears in 3 contracts
Samples: Agreement (TTR Inc), Warrant Agreement (TTR Inc), Warrant Agreement (TTR Inc)
Limited Transfer. (a) This Warrant may not be sold, transferred, assigned or hypothecated by the Holder unless and until the capital stock for the purchase of which such Warrant is so transferable only exercisable shall then be covered by an effective and current registration statement on Form SB-2 (or any other appropriate form) under the books Securities Act of 1933, as amended (the Company which "Act") and all applicable state securities laws or the Company shall cause have received an opinion of counsel (which counsel is reasonably acceptable to be maintained for such purposethe Company) to the effect that the proposed sale or transfer is exempt from the registration provisions of the Act and all applicable state securities laws. The Company may treat the registered holder of record as the Holder for all purposes. The Company shall permit any holder of a Warrant or his duly authorized attorney, upon written request during ordinary business hours, to inspect and copy or make extracts from its books showing the registered holders of Warrants.
(b) In no event shall the Company be obligated to effect any transfer of Warrants or Warrant Shares unless a Unless covered by an effective and current registration statement is in effect with respect thereto under applicable state and Federal securities laws or unless the Company has received an opinion in substance reasonably satisfactory to it from counsel that such registration is not required. Unless registeredstatement, the Warrant Shares issued upon exercise of the Warrants shall be subject to a stop transfer order and the certificate or certificates evidencing such Warrant Shares shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO A REGISTRATION STATEMENT. ACCORDINGLY, SUCH SHARES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER SUCH ACT, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT."
Appears in 2 contracts
Samples: Warrant Agreement (Ambient Corp /Ny), Warrant (Ambient Corp /Ny)