Common use of Ownership and Transfer Clause in Contracts

Ownership and Transfer. (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the Holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person or entity in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Warrant is registered on the register as the owner and Holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. (b) The Company agrees that, subject to the satisfaction of the conditions set forth in this Section 7(b), the Holder shall be entitled to transfer all or any portion of this Warrant or of the Warrant Shares (i) in the case that the Holder is an incorporated or other entity, to an Affiliated Entity of the Holder or (ii) in the case that the Holder is a natural person, for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Hxxxxx (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder or any such family members. The Holder agrees not to make any transfer or disposition of the Warrant or all or any portion of the Warrant Shares to any Affiliated Entity, family member or custodian or trustee or to any other Person unless and until (i) the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition and (ii) the transferee has agreed in writing for the benefit of the Company to be bound by the terms of this Warrant and any other stockholder or similar agreement among substantially all other holders of Common Stock as reasonably requested by the Company. Any transfer in violation of this Section 7(b) shall be void ab initio.

Ownership and Transfer. (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the Holder holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person or entity Person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person Person in whose name any Warrant is registered on the register as the owner and Holder holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. (b) The Company agrees thatThis Warrant and the rights granted to the holder hereof are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall be subject to the satisfaction of the conditions set forth in this Section 7(b), the Holder shall be entitled to transfer all or any portion 8(c) below. (c) The holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such holder shall have delivered to the Company an opinion of counsel, in generally acceptable form, to the Warrant Shares effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; provided that (i) any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the case that Securities Act) may require compliance with some other exemption under the Holder is an incorporated Securities Act or other entity, to an Affiliated Entity the rules and regulations of the Holder or (ii) in the case that the Holder is a natural person, for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Hxxxxx (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder or any such family members. The Holder agrees not to make any transfer or disposition of the Warrant or all or any portion of the Warrant Shares to any Affiliated Entity, family member or custodian or trustee or to any other Person unless Securities and until (i) the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition Exchange Commission thereunder; and (ii) the transferee has agreed in writing for the benefit of neither the Company nor any other person is under any obligation to be bound by register the Warrants under the Securities Act or any state securities laws or to comply with the terms and conditions of this Warrant and any other stockholder or similar agreement among substantially all other holders of Common Stock as reasonably requested by the Company. Any transfer in violation of this Section 7(b) shall be void ab initioexemption thereunder.

Ownership and Transfer. (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the Holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person or entity in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Warrant is registered on the register as the owner and Holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. (b) The Company agrees that, subject to the satisfaction of the conditions set forth in this Section 7(b), the Holder shall be entitled to transfer all or any portion of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Warrant Shares Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; provided that (i) any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the case that Securities Act) may require compliance with some other exemption under the Holder is an incorporated Securities Act or other entity, to an Affiliated Entity the rules and regulations of the Holder or (ii) in the case that the Holder is a natural person, for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Hxxxxx (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder or any such family members. The Holder agrees not to make any transfer or disposition of the Warrant or all or any portion of the Warrant Shares to any Affiliated Entity, family member or custodian or trustee or to any other Person unless Securities and until (i) the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition Exchange Commission thereunder; and (ii) the transferee has agreed in writing for the benefit of except as provided below, neither the Company nor any other person is under any obligation to be bound by register the Common Stock Warrants under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder except as may be expressly set out herein. (c) The Company is obligated to register the Warrant Shares for resale under the Securities Act and the Holder of this Warrant is not entitled to the registration rights in respect of the Warrant Shares, unless and any other stockholder or similar agreement among substantially all other holders until the Company enters into a Registration Rights Agreement with the Holder of Common Stock as reasonably requested by these Warrants, at the sole discretion of the Company. Any transfer in violation of this Section 7(b) shall be void ab initio.

Ownership and Transfer. (a) The Company shall maintain at its principal executive offices (Prior to the Detachment Date, the Warrants may be transferred or such other office or agency exchanged only as part of the Company as it may designate by notice to Unit in which such Warrant is included, and only for the Holder hereof)purpose of effecting, or in conjunction with, a register for this Warranttransfer or exchange of such Unit. For the avoidance of doubt, in which the Company shall record the name and address each transfer of the person or entity in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Warrant is registered a Unit on the register as relating to such Units shall operate also to transfer the owner Warrants included in such Unit. Following the Detachment Date and Holder thereof for all purposesuntil the redemption of the Holder’s Series E Preferred Shares, notwithstanding any notice to the contraryWarrants may only be offered, but sold, transferred or assigned in all events recognizing any transfers made in accordance conjunction with the terms sale, transfer or assignment of whole Units only. Any time after the redemption of the Holder’s Series E Preferred Shares, the Warrant related to such redeemed Series E Preferred Shares may only be offered, sold, transferred or assigned in conjunction with the sale, transfer or assignment of the Exercise Price Accrual associated therewith. Any attempted transfer of the Warrants in violation of this WarrantSection 7(a) shall be null and void ab initio. (b) The Company agrees that, subject Warrants may be surrendered to the satisfaction of the conditions set forth in this Section 7(b)Company, the Holder shall be entitled to together with a written request for exchange or transfer all or any portion of this Warrant or of the Warrant Shares (i) which in the case that of any transfer, shall be in the form attached to Exhibit A hereto), and thereupon the Company shall issue in exchange therefor one or more new Warrants as requested by the Holder is an incorporated or other entity, to an Affiliated Entity of the Holder or (ii) Warrants so surrendered, representing an equal aggregate number of Warrants; provided, that in the case event that a Warrant surrendered for transfer bears a restrictive legend, the Holder is Company shall not cancel such Warrant and issue new Warrants in exchange therefor if the Company has received an opinion of counsel stating that such transfer may not be made or may not be made unless the new Warrants also bear a natural personrestrictive legend. Upon any such registration of transfer, for bona fide estate planning purposesthe Company shall execute and deliver, either during his in the name of the designated transferee, a new Warrant Certificate or her lifetime or on death Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. (c) The delivery of the new Warrant Certificate by will or intestacy the Company to his or her spouse, child (natural or adopted), or any other direct lineal descendant the transferee thereof shall be deemed to constitute acceptance by such transferee of such Hxxxxx (or his or her spouse) (all of the foregoing collectively referred rights and obligations of a holder of a Warrant. Subject to as “family members”), or to any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder or any such family members. The Holder agrees not to make any transfer or disposition of the Warrant or all or any portion of the Warrant Shares to any Affiliated Entity, family member or custodian or trustee or to any other Person unless and until (i) the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition and (ii) the transferee has agreed in writing for the benefit of the Company to be bound by the terms of this Section 7, a Warrant and any may be divided or combined with other stockholder or similar agreement among substantially all other holders warrants that carry the same rights upon presentation of Common Stock as reasonably requested the underlying Warrant Certificate at the principal executive office of the Company together with a written notice signed by the Company. Any Holder specifying the names and denominations in which the new Warrant Certificates are to be issued. (d) Upon the valid exchange or transfer of any Warrant in violation of accordance with this Section 7(b7, the Company shall register the transfer and the name of such transferee(s) upon the Warrant Register, and such transferee(s) shall be void ab initiobecome a Holder for all purposes thereafter.

Ownership and Transfer. (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the Holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person or entity in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Warrant is registered on the register as the owner and Holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. (b) The Company agrees that, subject to the satisfaction of the conditions set forth in this Section 7(b8(b), the Holder shall be entitled to transfer all or any portion of this Warrant or of the Warrant Shares (i) in the case that the Holder is an incorporated or other entity, to an Affiliated Entity of the Holder or (ii) in the case that the Holder is a natural person, for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Hxxxxx Xxxxxx (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder or any such family members. The Holder agrees not to make any transfer or disposition of the Warrant or all or any portion of the Warrant Shares to any Affiliated Entity, family member or custodian or trustee or to any other Person unless and until (i) the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition and (ii) the transferee has agreed in writing for the benefit of the Company to be bound by the terms of this Warrant and any other stockholder or similar agreement among substantially all other holders of Common Stock as reasonably requested by the Company. Any transfer in violation of this Section 7(b8(b) shall be void ab initio.