Common use of Mechanics of Transfer Clause in Contracts

Mechanics of Transfer. Any transfer of all or any portion of this Warrant, or of any interest therein, that is otherwise in compliance with the provisions of this Section 9 shall be effected by surrendering this Warrant to the Corporation at its principal office, together with (i) a duly executed form of assignment, in the form attached hereto, (ii) if required, the written agreement or instrument that the proposed transferee is required to execute and deliver to the Corporation pursuant to Section 9.1 hereof and (iii) payment of any applicable transfer taxes, if any. In the event of any such transfer of this Warrant, in whole, the Corporation shall issue a new warrant of like tenor to the transferee, representing the right to purchase the same number of Warrant Shares which were purchasable by the Holder upon exercise of this Warrant at the time of its transfer. In the event of any such transfer of any portion of this Warrant, (i) the Corporation shall issue a new warrant of like tenor to the transferee, representing the right to purchase the same number of Warrant Shares which were purchasable by the Holder upon exercise of the transferred portion of this Warrant at the time of such transfer, and (ii) the Corporation shall issue a new warrant of like tenor to the Holder, representing the right to purchase the number of Warrant Shares purchasable by the Holder upon exercise of the portion of this Warrant not transferred to such transferee. Until this Warrant or any portion thereof is transferred on the books of the Corporation, the Corporation may treat the Holder as the absolute holder of this Warrant and all right, title and interest therein for all purposes, notwithstanding any notice to the contrary.

Mechanics of Transfer. Any transfer of all or any portion of this Warrant, or of any interest therein, to an Affiliate of the Holder or that is otherwise in compliance incompliance with the provisions of this Section 9 Article IX and the other applicable provisions of this Warrant shall be effected by surrendering this Warrant to the Corporation Company at its principal office, together with (i) a duly executed form of assignment, in the form attached hereto, hereto and (ii) if required, the written agreement or instrument that the proposed transferee is required to execute and deliver to the Corporation payment pursuant to Section 9.1 hereof and (iii) payment 2.07 of any applicable transfer taxes, if any. In the event of any such transfer of this Warrant, in whole, the Corporation Company shall issue a new warrant of like tenor to the transferee, representing the right to purchase the same number of Warrant Shares which were purchasable by the Holder upon exercise of this Warrant at the time of its transfer. In the event of any such transfer of any portion of this Warrant, (i) the Corporation Company shall issue a new warrant of like tenor to the transferee, representing the right to purchase the same number of Warrant Shares which were purchasable by the Holder upon exercise of the transferred portion of this Warrant at the time of such transfer, and (ii) the Corporation Company shall issue a new warrant of like tenor to the Holder, representing the right to purchase the number of Warrant Shares purchasable by the Holder upon exercise of the portion of this Warrant not transferred to such transferee. Until this Warrant or any portion thereof is transferred on the books of the Corporationin accordance with this Warrant, the Corporation Company may treat the Holder as the absolute holder of this Warrant and all right, title and interest therein for all purposes, notwithstanding any notice to the contrary.

Mechanics of Transfer. Any transfer of all or any portion of this Warrant, or of any interest therein, that has been approved in writing by the Board of Directors of the Company and that is otherwise in compliance with the provisions of this Section 9 shall be effected by surrendering this Warrant to the Corporation Company at its principal office, together with (i) a duly executed form of assignment, in the form attached hereto, (ii) if requiredthe Company shall have in place, and the written Transferee is not already a party to a stockholder’s, voting, or other like agreement of the Company, an instrument of accession, executed by the transferee, to such agreement or instrument that agreements in substantially the proposed transferee is required to execute and deliver to form requested by the Corporation pursuant to Section 9.1 hereof Company, and (iii) payment of any applicable transfer taxes, if any. In the event of any such transfer of this Warrant, in whole, the Corporation Company shall issue a new warrant of like tenor to the transferee, representing the right to purchase the same number of Warrant Shares which were purchasable by the Holder upon exercise of this Warrant at the time of its transfer. In the event of any such transfer of any portion of this Warrant, (i) the Corporation Company shall issue a new warrant of like tenor to the transferee, representing the right to purchase the same number of Warrant Shares which were purchasable by the Holder upon exercise of the transferred portion of this Warrant at the time of such transfer, and (ii) the Corporation Company shall issue a new warrant of like tenor to the Holder, representing the right to purchase the number of Warrant Shares purchasable by the Holder upon exercise of the portion of this Warrant not transferred to such transferee. Until this Warrant or any portion thereof is transferred on the books of the CorporationCompany, the Corporation Company may treat the Holder as the absolute holder of this Warrant and all right, title and interest therein for all purposes, notwithstanding any notice to the contrary.

Mechanics of Transfer. Any transfer of all or any portion of this Warrant, or of any interest therein, that is otherwise in compliance with the provisions of this Section 9 applicable law shall be effected by surrendering this Warrant to the Corporation at its principal office, together with (i) a duly executed form of assignment, in the form attached hereto, (ii) if required, the written agreement or instrument that the proposed transferee is required to execute and deliver to the Corporation pursuant to Section 9.1 hereof and (iii) payment of any applicable transfer taxestaxes and (iii) unless there is in effect a registration statement under the Securities Act covering the proposed transfer or the proposed transfer is to Affiliates or Affiliated Groups of the Holder, if anythe Corporation so requests (except in transactions in compliance with Rule 144) a written opinion of legal counsel reasonably satisfactory to the Corporation addressed to the Corporation and satisfactory in form and substance to the Corporation's counsel, acting reasonably, to the effect that the proposed transfer of the Warrant or the Warrant Shares may be effected without registration under the Securities Act. In the event of any such transfer of this Warrant, in whole, the Corporation shall issue a new warrant of like tenor to the transferee, representing the right to purchase the same number of Warrant Shares Shares, and cash, securities or other property, if any, which were purchasable by the Holder upon exercise of this Warrant at the time of its transfer. In the event of any such transfer of any portion of this Warrant, (i) the Corporation shall issue a new warrant of like tenor to the transferee, representing the right to purchase the same number of Warrant Shares Shares, and cash, securities or other property, if any, which were purchasable by the Holder upon exercise of the transferred portion of this Warrant at the time of such transfer, and (iiiii) the Corporation shall issue a new warrant of like tenor to the Holder, representing the right to purchase the number of Warrant Shares Shares, and cash, securities or other property, if any, purchasable by the Holder upon exercise of the portion of this Warrant not transferred to such transferee. Until this Warrant or any portion thereof is transferred on the books of the Corporation, the Corporation may treat the Holder as the absolute holder of this Warrant and all right, title and interest therein for all purposes, notwithstanding any notice to the contrary.

Mechanics of Transfer. Any transfer of all or any portion of this Warrant, or of any interest therein, to an Affiliate of the Holder or that has been approved in writing by the Board of Directors of the Company and that is otherwise in compliance with the provisions of this Section 9 shall be effected by surrendering this Warrant to the Corporation Company at its principal office, together with (i) a duly executed form of assignment, in the form attached hereto, hereto and (ii) if required, the written agreement or instrument that the proposed transferee is required to execute and deliver to the Corporation pursuant to Section 9.1 hereof and (iii) payment of any applicable transfer taxes, if any. In the event of any such transfer of this Warrant, in whole, the Corporation Company shall issue a new warrant of like tenor to the transferee, representing the right to purchase the same number of Warrant Shares which were purchasable by the Holder upon exercise of this Warrant at the time of its transfer. In the event of any such transfer of any portion of this Warrant, (i) the Corporation Company shall issue a new warrant of like tenor to the transferee, representing the right to purchase the same number of Warrant Shares which were purchasable by the Holder upon exercise of the transferred portion of this Warrant at the time of such transfer, and (ii) the Corporation Company shall issue a new warrant of like tenor to the Holder, representing the right to purchase the number of Warrant Shares purchasable by the Holder upon exercise of the portion of this Warrant not transferred to such transferee. Until this Warrant or any portion thereof is transferred on the books of the Corporationin accordance with this Warrant, the Corporation Company may treat the Holder as the absolute holder of this Warrant and all right, title and interest therein for all purposes, notwithstanding any notice to the contrary.

Mechanics of Transfer. Any transfer of all or any portion of this Warrant, or of any interest therein, that is otherwise in compliance with the provisions of this permitted under Section 9 11(a) shall be effected by surrendering this Warrant to the Corporation Company at its principal office, together with (i) a duly executed form of assignment, in the form attached heretoof Attachment B, and (ii) if required, the written agreement or instrument that the proposed transferee is required to execute and deliver to the Corporation pursuant to Section 9.1 hereof and (iii) payment of any applicable transfer taxes, if any. In the event of any such transfer of this Warrant, in whole, the Corporation Company shall issue a new warrant of like tenor to the transferee, representing the right to purchase the same number of Warrant Shares Shares, and cash, securities or other property, if any, which were purchasable by the Holder upon exercise of this Warrant at the time of its transfer. In the event of any such transfer of any portion of this Warrant, (i1) the Corporation Company shall issue a new warrant of like tenor to the transferee, representing the right to purchase the same number of Warrant Shares Shares, and cash, securities or other property, if any, which were purchasable by the Holder upon exercise of the transferred portion of this Warrant at the time of such transfer, and (ii2) the Corporation Company shall issue a new warrant of like tenor to the Holder, representing the right to purchase the number of Warrant Shares Shares, and cash, securities or other property, if any, purchasable by the Holder upon exercise of the portion of this Warrant not transferred to such transferee. Until this Warrant or any portion thereof is transferred on the books of the CorporationCompany, the Corporation Company may treat the Holder as the absolute holder of this Warrant and all right, title and interest therein for all purposes, notwithstanding any notice to the contrary.

Mechanics of Transfer. Any transfer of all or any portion of this Warrant, or of any interest therein, to an Affiliate of the Holder or that is otherwise in compliance with the provisions of this Section 9 Article IX and the other applicable provisions of this Warrant shall be effected by surrendering this Warrant to the Corporation Company at its principal office, together with (i) a duly executed form of assignment, in the form attached hereto, hereto and (ii) if required, the written agreement or instrument that the proposed transferee is required to execute and deliver to the Corporation payment pursuant to Section 9.1 hereof and (iii) payment 2.07 of any applicable transfer taxes, if any. In the event of any such transfer of this Warrant, in whole, the Corporation Company shall issue a new warrant of like tenor to the transferee, representing the right to purchase the same number of Warrant Shares which were purchasable by the Holder upon exercise of this Warrant at the time of its transfer. In the event of any such transfer of any portion of this Warrant, (i) the Corporation Company shall issue a new warrant of like tenor to the transferee, representing the right to purchase the same number of Warrant Shares which were purchasable by the Holder upon exercise of the transferred portion of this Warrant at the time of such transfer, and (ii) the Corporation Company shall issue a new warrant of like tenor to the Holder, representing the right to purchase the number of Warrant Shares purchasable by the Holder upon exercise of the portion of this Warrant not transferred to such transferee. Until this Warrant or any portion thereof is transferred on the books of the Corporationin accordance with this Warrant, the Corporation Company may treat the Holder as the absolute holder of this Warrant and all right, title and interest therein for all purposes, notwithstanding any notice to the contrary.

Mechanics of Transfer. Any transfer of all or any portion of this Warrant, or of any interest therein, that is otherwise in compliance with the provisions of this Section 9 applicable law shall be effected by surrendering this Warrant to the Corporation at its principal office, together with (i) a duly executed form of assignment, in the form attached hereto, (ii) if required, the written agreement or instrument that the proposed transferee is required to execute and deliver to the Corporation pursuant to Section 9.1 hereof and (iii) payment of any applicable transfer taxestaxes and (iii) unless there is in effect a registration statement under the Securities Act covering the proposed transfer or the proposed transfer is to Affiliates or Affiliated Groups (as such terms are defined in the Stock Purchase Agreement) of the Holder, if anythe Corporation so requests (except in transactions in compliance with Rule 144) a written opinion of legal counsel reasonably satisfactory to the Corporation addressed to the Corporation and satisfactory in form and substance to the Corporation's counsel, acting reasonably, to the effect that the proposed transfer of the Warrant or the Warrant Shares may be effected without registration under the Securities Act. In the event of any such transfer of this Warrant, in whole, the Corporation shall issue a new warrant of like tenor to the transferee, representing the right to purchase the same number of Warrant Shares Shares, and cash, securities or other property, if any, which were purchasable by the Holder upon exercise of this Warrant at the time of its transfer. In the event of any such transfer of any a portion of this Warrant, (i) the Corporation shall issue a new warrant of like tenor to the transferee, representing the right to purchase the same number of Warrant Shares Shares, and cash, securities or other property, if any, which were purchasable by the Holder upon exercise of the transferred portion of this Warrant at the time of such transfer, and (iiiii) the Corporation shall issue a new warrant of like tenor to the Holder, representing the right to purchase the number of Warrant Shares Shares, and cash, securities or other property, if any, purchasable by the Holder upon exercise of the portion of this Warrant not transferred to such transferee. Until this Warrant or any portion thereof is transferred on the books of the Corporation, the Corporation may treat the Holder as the absolute holder of this Warrant and all right, title and interest therein for all purposes, notwithstanding any notice to the contrary.