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 in whose name this Warrant has been issued, as well as the name and address of each transferee who has acquired this Warrant in accordance with applicable law and the terms of this Warrant. The Company may treat the Person in whose name this 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) This Warrant may only be offered, sold, transferred or assigned in compliance with the Securities Act and applicable state securities laws. Any attempted transfer of this Warrant in violation of this Section 6(b) shall be null and void ab initio. (c) Subject to the terms of this Section 6, upon surrender of this Warrant to the Company at its principal office or at the office of its transfer agent, if any, with the Assignment Form annexed hereto as Exhibit B duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee evidencing the portion of the Warrant certificate so transferred and a new Warrant certificate evidencing the remaining portion of the Warrant certificate not so transferred, if any, shall be issued to the transferring Holder. The delivery of the new Warrant certificate by the Company to the transferee thereof shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of a holder of a Warrant certificate. Subject to the terms of this Section 6, this Warrant may be divided or combined with other warrants which carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Warrant Holder hereof.
Appears in 1 contract
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 person in whose name this Warrant has been issued, as well as the name and address of each transferee who has acquired this Warrant in accordance with applicable law and the terms of this Warranttransferee. The Company may treat the Person person in whose name this 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) This Warrant may only be offeredassigned, soldpledged and transferred by the holder hereof without the consent of the Company; provided, transferred however, that such transfer, assignment or assigned in compliance with pledge shall not be effective unless and until the Securities Act and applicable state securities laws. Any attempted transfer Company receives notice of this Warrant in violation of this Section 6(b) shall be null and void ab initiosuch transfer, assignment or pledge.
(c) Subject The Company is obligated to register the Warrant Shares for resale under the Securities Act pursuant to the terms Registration Rights Agreement. The shares of this Section 6, Common Stock issuable upon surrender exercise of this Warrant to the Company at its principal office or at the office of its transfer agent, if any, with the Assignment Form annexed hereto shall constitute Registrable Securities (as Exhibit B duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant such term is defined in the name Registration Rights Agreement). Each holder of the assignee evidencing the portion of the this Warrant certificate so transferred and a new Warrant certificate evidencing the remaining portion of the Warrant certificate not so transferred, if any, shall be issued entitled to the transferring Holder. The delivery of the new Warrant certificate by the Company to the transferee thereof shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of benefits afforded to a holder of a Warrant certificate. Subject any such Registrable Securities under the Registration Rights Agreement and such holder, by its acceptance of this Warrant, agrees to be bound by and to comply with the terms of this Section 6, this Warrant may be divided or combined with other warrants which carry the same rights upon presentation hereof at the principal office and conditions of the Company together with Registration Rights Agreement applicable to such holder as a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Warrant Holder hereofholder of such Registrable Securities.
Appears in 1 contract
Ownership and Transfer. (a) The Company shall maintain at its principal executive offices or at the offices of its transfer agent (or such other office or agency of the Company as it may designate by notice to the holder hereofHolder), a register for this Warrant, in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued, as well as the name and address of each transferee who has acquired this Warrant in accordance with applicable law and the terms of this Warranttransferee. The Company may treat the Person person in whose name this 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) This Warrant may only and the rights granted hereunder shall be offeredassignable by the Holder without the consent of the Company (subject to the requirements of Section 7(c)); in connection with any such transfer or assignment, soldHolder must comply with the requirements set forth in the Form of Assignment substantially in the form attached hereto as Exhibit B. If such transfer or assignment shall be permitted by the preceding sentence, title to a Warrant shall be transferred upon delivery thereof duly endorsed by the Holder or assigned by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer, together with a properly completed Form of Assignment in substantially the form attached hereto as Exhibit B. The Company shall immediately register all properly completed assignments and transfers.
(c) Neither the Warrant nor the Warrant Units shall be transferable by any Holder except in compliance with the Securities Act all federal and applicable state securities laws. Any attempted transfer Prior to any transfer, and as a condition thereto, the Company may, in its reasonable discretion, require certification by any responsible officer of this Warrant in violation of this Section 6(b) shall be null the Holder and void ab initiothe transferee with respect to compliance with all federal and applicable state securities laws.
(cd) Subject The Company is obligated to register the terms of this Section 6, upon surrender of this Warrant to the Company at its principal office or at the office of its transfer agent, if any, with the Assignment Form annexed hereto as Exhibit B duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee evidencing the portion resale of the Warrant certificate so transferred Units under the Securities Act pursuant to the Registration Rights Agreement, and a new Warrant certificate evidencing the remaining portion Holder (and assignees thereof) is entitled to the registration rights in respect of the Warrant certificate not so transferred, if any, shall be issued Units to the transferring Holder. The delivery of extent set forth in the new Warrant certificate by the Company to the transferee thereof shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of a holder of a Warrant certificate. Subject to the terms of this Section 6, this Warrant may be divided or combined with other warrants which carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Warrant Holder hereofRegistration Rights Agreement.
Appears in 1 contract
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 cause to the holder hereof), be maintained a register for this WarrantWarrant (the "WARRANT REGISTER"), in which containing the Company shall record the name and address of the Person in whose name this Warrant has been issued, as well as the name and address of each transferee who has acquired this Warrant in accordance with applicable law and the terms of this Warranttransferee. The Company may treat the Person in whose name this any Warrant is registered on the register Warrant 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. The Company may appoint an agent for the purpose of maintaining the Warrant Register, issuing the Common Stock or other securities then issuable upon the exercise of this Warrant, exchanging this Warrant, replacing this Warrant or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, may be made at the office of such agent. In the event the Company so appoints such an agent, the Company shall send written notice to the holder of this Warrant of such appointment, the name of the agent and the address of the office at which the Warrant Register will be maintained.
(b) This Warrant may and all rights hereunder shall be assignable and transferable by the holder (x) at any time prior to the Warrant Trigger Date, only be offered, sold, transferred or assigned in compliance with to a transferee of such holder's rights and obligations to acquire Common Shares pursuant to the Securities Act Purchase Agreement and applicable state securities laws. Any attempted transfer only with respect to that number of Warrant Shares equal to the percentage of the transferring holder's right to acquire Common Shares pursuant to the Securities Purchase Agreement transferred to the transferee multiplied by the aggregate number of Warrant Shares issuable upon exercise of this Warrant, and (y) at any time after the Warrant Trigger Date, to any transferee, in violation either case, without the consent of this Section 6(b) shall be null and void ab initio.
(c) Subject to the terms of this Section 6, Company upon surrender of this Warrant to with a properly executed assignment (in the Company at its principal office or at the office form of its transfer agent, if any, with the Assignment Form annexed hereto as Exhibit B duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee evidencing the portion of the Warrant certificate so transferred and a new Warrant certificate evidencing the remaining portion of the Warrant certificate not so transferred, if any, shall be issued to the transferring Holder. The delivery of the new Warrant certificate by the Company to the transferee thereof shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of a holder of a Warrant certificate. Subject to the terms of this Section 6, this Warrant may be divided or combined with other warrants which carry the same rights upon presentation hereof attached hereto) at the principal corporate office of the Company together (or such office or agency of the Company as the Company may designate in writing to the holder hereof) if: (i) such holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice specifying of (a) the names name and denominations address of such transferee or assignee, and (b) the securities with respect to which such rights are being transferred or assigned; and (iii) such transfer shall have been conducted in which new Warrants are accordance with all applicable federal and state securities laws. By accepting the transfer or assignment of all or any portion of this Warrant, the transferee agrees to be issued and signed bound by all of the Warrant Holder hereofprovisions of this Warrant.
Appears in 1 contract
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 in whose name this Warrant has been issued, as well as the name and address of each transferee who has acquired this Warrant in accordance with applicable law and the terms of this Warrant. The Company may treat the Person in whose name this 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) This Warrant Warrants may only be offered, sold, transferred or assigned in compliance accordance with this Section 7. Any such sale, transfer or assignment of a Warrant may include or exclude all or a portion of the Accrual Credit associated therewith and registered in the name of the transferring Holder. Any transfer of a Warrant shall indicate the amount of the Accrual Credit being transferred (in accordance with the Securities Act and applicable state securities lawsform of transfer attached to Exhibit B hereto). Any attempted No amount of the Accrual Credit registered in the name of a Holder may be sold, transferred or otherwise assigned other than in conjunction with a sale, transfer or assignment of this Warrants.
(b) Warrant Certificates may be surrendered to the Warrant Agent, together with a written request for exchange or transfer (which in violation the case of this Section 6(b) any transfer, shall be null in the form attached to Exhibit B hereto), and void ab initiothereupon the Warrant Agent shall issue in exchange therefor one or more new Warrant Certificates as requested by the Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, that in the event that a Warrant Certificate surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant Certificate and issue a new Warrant Certificate or new Warrant Certificates in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrant Certificate or the new Warrant Certificates must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee, a new Warrant Certificate or Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants.
(c) Subject to the terms of this Section 6, upon surrender of this Warrant to the Company at its principal office or at the office of its transfer agent, if any, with the Assignment Form annexed hereto as Exhibit B duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee evidencing the portion of the Warrant certificate so transferred and a new Warrant certificate evidencing the remaining portion of the Warrant certificate not so transferred, if any, shall be issued to the transferring Holder. The delivery of the new Warrant certificate Certificate by the Company Warrant Agent to the transferee thereof shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of a holder of a Warrant certificateWarrant. Subject to the terms of this Section 67, this a Warrant may be divided or combined with other warrants which that carry the same rights upon presentation hereof of the underlying Warrant Certificate to the Warrant Agent at the principal office of the Company Warrant Agent, or, if applicable, at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, together with a written notice signed by the Holder specifying the names and denominations in which the new Warrants Warrant Certificates are to be issued.
(d) Upon the valid exchange or transfer of any Warrant and Accrual Credit in accordance with this Section 7, the Warrant Agent shall register the transfer and the name of such transferee(s) upon the Warrant Register and the Accrual Credit Register, and such transferee(s) shall become a Holder for all purposes thereafter.
(e) The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrant Certificates required to be issued pursuant to the provisions of this Section 7, and signed the Company, whenever required by the Warrant Holder hereofAgent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose.
Appears in 1 contract
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 cause to the holder hereof), be maintained a register for this WarrantWarrant (the "WARRANT REGISTER"), in which containing the Company shall record the name and address of the Person in whose name this Warrant has been issued, as well as the name and address of each transferee who has acquired this Warrant in accordance with applicable law and the terms of this Warranttransferee. The Company may treat the Person in whose name this any Warrant is registered on the register Warrant 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. The Company may appoint an agent for the purpose of maintaining the Warrant Register, issuing the Common Stock or other securities then issuable upon the exercise of this Warrant, exchanging this Warrant, replacing this Warrant or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, may be made at the office of such agent. In the event the Company so appoints such an agent, the Company shall send written notice to the holder of this Warrant of such appointment, the name of the agent and the address of the office at which the Warrant Register will be maintained.
(b) This Warrant may only be offered, sold, transferred or assigned in compliance with the Securities Act and applicable state securities laws. Any attempted transfer of this Warrant in violation of this Section 6(b) all rights hereunder shall be null assignable and void ab initio.
(c) Subject transferable by the holder to any transferee without the terms consent of this Section 6, the Company upon surrender of this Warrant to with a properly executed assignment (in the Company at its principal office or at the office form of its transfer agent, if any, with the Assignment Form annexed hereto as Exhibit B duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee evidencing the portion of the Warrant certificate so transferred and a new Warrant certificate evidencing the remaining portion of the Warrant certificate not so transferred, if any, shall be issued to the transferring Holder. The delivery of the new Warrant certificate by the Company to the transferee thereof shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of a holder of a Warrant certificate. Subject to the terms of this Section 6, this Warrant may be divided or combined with other warrants which carry the same rights upon presentation hereof attached hereto) at the principal corporate office of the Company together (or such office or agency of the Company as the Company may designate in writing to the holder hereof) if: (i) such holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice specifying of (a) the names name and denominations address of such transferee or assignee, and (b) the securities with respect to which such rights are being transferred or assigned; and (iii) such transfer shall have been conducted in which new Warrants are accordance with all applicable federal and state securities laws. By accepting the transfer or assignment of all or any portion of this Warrant, the transferee agrees to be issued and signed bound by all of the Warrant Holder hereofprovisions of this Warrant.
Appears in 1 contract
Samples: Securities Purchase Agreement (La Jolla Pharmaceutical Co)
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 hereofhereof (a "Designated Office"), a register for this WarrantWarrant (the "Warrant Register"), in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued. Upon the transfer of this Warrant in accordance with the provisions of clause (b) below, the Company shall record the name and address of such new holder(s) as well as the name and address of each transferee who has acquired this Warrant in accordance with applicable law and the terms of this Warranttransferee. The Company may treat the Person person in whose name this Warrant is registered on the register Warrant 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) This The holder of the Warrants agrees that it will not (i) transfer the Warrant may only be offeredprior to delivery to the Company of the opinion of counsel referred to in, soldand to the effect described in, transferred Section 7(c) hereof, or assigned in compliance with until registration hereof under the Securities Act and any applicable state securities laws. Any attempted or blue sky laws has become effective, or (ii) transfer the Warrant Shares prior to delivery to the Company of this the opinion of counsel referred to in, and to the effect described in, Section 7(c) hereof, or until registration of such Warrant in violation of this Section 6(b) shall be null Shares under the Securities Act and void ab initioany applicable state securities or blue sky laws has become effective.
(c) Subject Except as otherwise expressly provided herein, by its acceptance hereof the holder of the Warrant agrees that, prior to any transfer of the Warrant or any transfer of the Warrant Shares, such holder will deliver to the terms Company a statement setting forth the intention of this Section 6such holder's prospective transferee with respect to its retention or disposition of the Warrant or of such Warrant Shares (whichever is involved in such transfer), upon surrender in either such case together with a signed copy of the opinion of such holder's counsel, concurred in by counsel to the Company, to the effect that the proposed transfer of the Warrant or the proposed transfer of the Warrant Shares may be effected without registration under the Securities Act and any applicable state securities or blue sky laws. The holder of the Warrant shall then be entitled to transfer the Warrant or to transfer such Warrant Shares in accordance with the statement of intention delivered by such holder to the Company.
(d) Notwithstanding any provisions contained in this Warrant to the Company at its principal office or at the office of its transfer agent, if any, with the Assignment Form annexed hereto as Exhibit B duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee evidencing the portion of the Warrant certificate so transferred and a new Warrant certificate evidencing the remaining portion of the Warrant certificate not so transferred, if any, shall be issued to the transferring Holder. The delivery of the new Warrant certificate by the Company to the transferee thereof shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of a holder of a Warrant certificate. Subject to the terms of this Section 6contrary, this Warrant may be divided transferred, in whole or combined with other warrants which carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed part, by the Warrant Holder hereofholder hereof without regard to the requirements and conditions set forth in Sections 7(b) and 7(c) above if any such transfer is made to any entity that is wholly-owned by such holder.
Appears in 1 contract
Ownership and Transfer. (a) The Company shall cause the Warrant Agent to maintain at its principal executive offices corporate trust office (or such other office or agency of the Company as it the Company may designate by notice to the holder hereof), a register for this WarrantWarrant (the “Warrant Register”), in which the Company Warrant Agent shall record the name and address of the Person in whose name this Warrant has been issued, as well as the name and address of each transferee who has acquired this Warrant in accordance with applicable law and the terms of this Warranttransferee. The Company may treat the Person in whose name this any Warrant is registered on the register Warrant 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) This Warrant may only and all rights hereunder shall be offered, sold, transferred or assigned in compliance with assignable and transferable by the Securities Act and applicable state securities laws. Any attempted transfer holder hereof without the consent of the Company upon surrender of this Warrant with a properly executed assignment (in violation the form of this Section 6(bExhibit B attached hereto) shall be null and void ab initioat the principal corporate trust office of the Warrant Agent (or such office or agency of the Company as the Company may designate in writing to the holder hereof).
(c) Subject The Company is obligated to register the Warrants and the Warrant Shares for resale under the Securities Act pursuant to the terms of this Section 6, upon surrender Registration Rights Agreement. The Warrants and the Warrant Shares shall constitute Registrable Securities (as such term is defined in the Registration Rights Agreement). Each holder of this Warrant to the Company at its principal office or at the office of its transfer agent, if any, with the Assignment Form annexed hereto as Exhibit B duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee evidencing the portion of the Warrant certificate so transferred and a new Warrant certificate evidencing the remaining portion of the Warrant certificate not so transferred, if any, shall be issued entitled to the transferring Holder. The delivery of the new Warrant certificate by the Company to the transferee thereof shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of benefits afforded to a holder of a Warrant certificate. Subject any such Registrable Securities under the Registration Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and to comply with the terms of this Section 6, this Warrant may be divided or combined with other warrants which carry the same rights upon presentation hereof at the principal office and conditions of the Company together with Registration Rights Agreement applicable to such holder as a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Warrant Holder hereofholder of such Registrable Securities.
Appears in 1 contract
Samples: Warrant Agent Agreement (Exar Corp)
