Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity. (b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 10. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this Warrant. (c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder.
Appears in 4 contracts
Samples: Warrant Agreement (Neotherapeutics Inc), Warrant Agreement (Neotherapeutics Inc), Warrant Agreement (Neotherapeutics Inc)
Registration of Transfers and Exchanges. (a) This Warrant or the Warrant Shares issued upon any exercise hereof may not only be soldtransferred pursuant to an effective registration statement under the Securities Act, transferred, assigned pledged, hypothecated to the Company or otherwise disposed, directly or indirectly, in whole pursuant to an available exemption from or in part, without a transaction not subject to the prior written consent registration requirements of the CompanySecurities Act. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition In connection with any transfer of this Warrant, Warrant or any portion thereof, shall be void and without any force Warrant Shares other than pursuant to an effective registration statement or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (ias defined in Section 2(b) below) or a spouse, child, grandchild, parent, sibling or custodian or trustee for legend of similar import on any Warrant Shares issued upon an exercise hereof. Any such transferee shall agree in writing to be bound by the benefit terms of any such relatives, or (ii) any shareholder or affiliate entitythis Warrant and shall have the rights of Holder under this Warrant.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 1011. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this a Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder.
Appears in 4 contracts
Samples: Warrant Agreement (Neotherapeutics Inc), Warrant Agreement (Neotherapeutics Inc), Warrant Agreement (Neotherapeutics Inc)
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at the office specified its address for notice set forth in or pursuant to Section 1012. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. Subject to Section 14(g) below, any transfer or assignment of this WarrantWarrant and Warrant Shares obtained by the Holder in exercise of this Warrant is subject to the requirement that such securities be registered under the Securities Act of 1933, as amended (the "1933 Act"), and applicable state securities laws or exempt from registration under such laws.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified at its address for notice set forth in or pursuant to Section 10 12 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunderhereunder (provided, however, that the Company shall not be required to issue any such New Warrants in denominations of less than 50,000 warrants, or such lesser amount as may constitute the balance of the holders warrants). Any such New Warrant will be dated the date of such exchange.
Appears in 3 contracts
Samples: Warrant Agreement (Jawz Inc), Warrant Agreement (Jawz Inc), Warrant Agreement (Jawz Inc)
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly appropriately completed and signedduly executed by the Holder or its duly authorized agent, to the Company at the office specified in or pursuant to Section 103(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws. Upon any such registration or of transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "“New Warrant"”), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee” ) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee Transferee thereof shall be deemed the acceptance of such transferee Transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this WarrantSection 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b), for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchange.
Appears in 2 contracts
Samples: Warrant Agreement (Viggle Inc.), Warrant Agreement (Viggle Inc.)
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned assigned, pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 10. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder.
(d) Unless the resale of the Warrant Shares has been registered under the Securities Act of 1933, as amended, each certificate for Warrant Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED."
Appears in 2 contracts
Samples: Warrant Agreement (Spectrum Pharmaceuticals Inc), Warrant Agreement (Spectrum Pharmaceuticals Inc)
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without Subject to the prior written consent provisions of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities lawsSection 15 hereof, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance by the Holder to any affiliate or affiliates of the Holder or any fund or funds under common management with Section 2(athe Holder (collectively, the "PERMITTED TRANSFEREES") or among the Permitted Transferees in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at the office specified in or pursuant to Section 103(b) PROVIDED, that the Company's consent shall be required for any transfer other than to Permitted Transferees. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this a Warrant.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.
Appears in 2 contracts
Samples: Warrant Agreement (Worldgate Communications Inc), Warrant Agreement (Worldgate Communications Inc)
Registration of Transfers and Exchanges. (a) This Warrant may and the Warrant Shares shall not be sold, transferred, assigned pledgedassigned, pledged or hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without for a period of one year following the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition issuance of this Warrant, except to a NASD Member participating in the distribution contemplated by those certain Sales Agreements dated June 12, 2001 between the Company and Cantor Xxxxxxxxxx & Co., and its bona fide officers and/or partners, but not directors. This Warrant or the Warrant Shares issued upon any exercise hereof may only be transferred (i) pursuant to an effective registration statement under the Securities Act, (ii) to the Company or (iii) pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In connection with any transfer of this Warrant or any portion thereofWarrant Shares other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel to the transferor, the form and substance of which opinion shall be void and reasonably satisfactory to the Company, to the effect that such transfer may be made without any force or effect; providedregistration under the Securities Act. Holder agrees to the imprinting, however, that, subject to compliance with any so long as is required by applicable securities laws, of a legend substantially similar to that first above written on any New Warrant (as defined in Section 2(b) below). Any such transferee shall agree by virtue of having a New Warrant registered in its name in accordance with Section 2(b) below to be bound by the terms of this Warrant and shall have the rights of Holder may transfer under this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in on the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 1011. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this a Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b), for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder.
Appears in 2 contracts
Samples: Sales Agreement (Neotherapeutics Inc), Sales Agreement (Neotherapeutics Inc)
Registration of Transfers and Exchanges. (a) This Warrant may not be soldSubject to Section 3 hereof, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without when Warrants represented by this Certificate are presented to the prior written consent Company with a request to register the transfer of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this WarrantWarrants, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities lawsexchange such Warrants for an equal number of Warrants of other authorized denominations, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer or make the exchange as requested if the requirements set forth in Section 3 and the following requirements are satisfied:
(I) the Certificate shall be duly endorsed or accompanied by a written instrument of any portion transfer in form satisfactory to the Company, duly executed by the Holder or his attorney duly authorized in writing; and
(II) if the offer and sale of this Warrant in conformance with Section 2(athe Warrants have not been registered pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), the Certificate shall be accompanied by the following additional information and documents, as applicable:
(A) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, if such Warrants are being delivered to the Company at by a Holder for registration in the office specified in or pursuant to Section 10. Upon any name of such registration or Holder, without transfer, a new warrant certification from such Holder to purchase Common Stock, that effect (in substantially the form of this Warrant Exhibit B hereto); or
(any B) if such new warrant, a Warrants are being transferred pursuant to an exemption from registration in accordance with Rule 144 ("New WarrantRule 144") or Regulation S ("Regulation S"), evidencing in each case, under the portion Securities Act, a certification to that effect (in substantially the form of this Warrant so Exhibit B hereto); or
(C) if such Warrants are being transferred shall be issued to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an "Institutional Accredited Investor")), delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and a Transferee Certificate for Institutional Accredited Investors in substantially the form of Exhibit C hereto and an opinion of counsel and/or other information satisfactory to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued Company to the transferring Holder. The acceptance effect that such transfer is in compliance with the Securities Act; or
(D) if such Warrants are being transferred in reliance on another exemption from the registration requirements of the New Warrant by Securities Act, a certification to that effect (in substantially the transferee thereof shall be deemed the acceptance form of such transferee Exhibit B hereto) and an opinion of all of the rights and obligations of a holder of this Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder counsel reasonably satisfactory to the office of Company to the Company specified effect that such transfer is in or pursuant to Section 10 for one or more New Warrants, evidencing in compliance with the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunderSecurities Act.
Appears in 2 contracts
Samples: Security Agreement (Paxson Communications Corp), Security Agreement (Paxson Communications Corp)
Registration of Transfers and Exchanges. NY 242,134,021v4
(a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly appropriately completed and signedduly executed by the Holder or its duly authorized agent, to the Company at the office specified in or pursuant to Section 103(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws. Upon any such registration or of transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "“New Warrant"”), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee” ) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee Transferee thereof shall be deemed the acceptance of such transferee Transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this WarrantSection 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b), for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchange.
Appears in 1 contract
Samples: Warrant Agreement (Viggle Inc.)
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signedsigned and a written opinion of Holder's counsel that such transfer is exempt from registration under the Securities Act, to the Company at the office specified in or pursuant to Section 103(b), provided, however that the Holder shall not make any transfers to any transferee pursuant to this Section for the right to acquire less than 1,000 Warrant Shares. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. If this WarrantWarrant is duly assigned in accordance with the terms hereof, then the Company agrees, upon the request of the assignee, to amend or supplement promptly any effective registration statement covering the Warrant Shares so that the direct assignee of the original Holder is added as a selling stockholder thereunder.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b) for one or more New WarrantsWarrants in the name of such Holder, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.
Appears in 1 contract
Samples: Warrant Agreement (Illinois Superconductor Corporation)
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached ____________________ 1 Divisible protata among the investors. 95 hereto duly completed and signed, to the Transfer Agent or to the Company at the office specified its address for notice set forth in or pursuant to Section 1011. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this a Warrant.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified at its address for notice set forth in or pursuant to Section 10 11 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.
(c) This Warrant has been issued subject to certain investment representations of the original Holder set forth in the Convertible Debenture Purchase Agreement among the Company and the Holder dated as of July 27, 2000 (the "Purchase Agreement") and may only be transferred or exchanged in compliance with the transfer restrictions contained therein.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Eltrax Systems Inc)
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached ____________________________________ 1 Divisible protata among the investors. 79 hereto duly completed and signed, to the Transfer Agent or to the Company at the office specified its address for notice set forth in or pursuant to Section 1011. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this a Warrant.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified at its address for notice set forth in or pursuant to Section 10 11 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.
(c) This Warrant has been issued subject to certain investment representations of the original Holder set forth in the Convertible Debenture Purchase Agreement among the Company and the Holder dated as of July 27, 2000 (the "Purchase Agreement") and may only be transferred or exchanged in compliance with the transfer restrictions contained therein.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Eltrax Systems Inc)
Registration of Transfers and Exchanges. (a) This Warrant may not be soldSubject to Section 9 hereof, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectlythe Company shall register the transfer of this Warrant, in whole or in part, without upon records to be maintained by the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee Company for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Registerthat purpose, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signedduly endorsed by the Registered ______________ 1 Five (5) years from the Exercise Date. 2 The amount shall be 50% of the shares of Common Stock that the Registered Holder is entitled to in connection with the conversion of the Registered Holder’s Promissory Note when such Promissory Note first becomes convertible. Holder, to the Company at the office specified in or pursuant to Section 103(b). Upon any such registration or of transfer, a new warrant to purchase Common StockWarrant, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant Common Stock purchase rights so transferred shall be issued to the transferee and a New Warrant new Warrant, in similar form, evidencing the remaining portion of this Warrant Common Stock purchase rights not so transferred, if any, shall be issued to the transferring Registered Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this Warrant.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Registered Holder to at the office of the Company specified in or pursuant to Section 10 3(b) hereof, for one or more New new Warrants, evidencing in substantially the form of this Warrant evidencing, in the aggregate aggregate, the right to purchase the number of Warrant Shares which may then be purchased hereunder, each of such new Warrants to be dated the date of such exchange and to represent the right to purchase such number of Warrant Shares as shall be designated by the Registered Holder at the time of such surrender.
Appears in 1 contract
Samples: Securities Purchase Agreement (Co-Diagnostics, Inc.)
Registration of Transfers and Exchanges. (a) This Warrant or the Warrant Shares issued upon any exercise hereof may not only be soldtransferred pursuant to an effective registration statement under the Securities Act, transferred, assigned pledged, hypothecated to the Company or otherwise disposed, directly or indirectly, in whole pursuant to an available exemption from or in part, without a transaction not subject to the prior written consent registration requirements of the CompanySecurities Act. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition In connection with any transfer of this Warrant, Warrant or any portion thereof, shall be void and without any force Warrant Shares other than pursuant to an effective registration statement or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Xxxxxx agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (ias defined in Section 2(b) below) or a spouse, child, grandchild, parent, sibling or custodian or trustee for legend of similar import on any Warrant Shares issued upon an exercise hereof. Any such transferee shall agree in writing to be bound by the benefit terms of any such relatives, or (ii) any shareholder or affiliate entitythis Warrant and shall have the rights of Holder under this Warrant.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 1011. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this a Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder.
Appears in 1 contract
Samples: Warrant Agreement (Ichargeit Inc)
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signedsigned and a written opinion of Holder's counsel that such transfer is exempt from registration under the Securities Act, to the Company at the office specified in or 2 pursuant to Section 103(b); provided, however that the Holder shall not make any transfers to any transferee pursuant to this Section for the right to acquire less than 1,000 Warrant Shares. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. If this WarrantWarrant is duly assigned in accordance with the terms hereof, then the Company agrees, upon the request of the assignee, to amend or supplement promptly any effective registration statement covering the Warrant Shares so that the direct assignee of the original Holder is added as a selling stockholder thereunder.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b) for one or more New WarrantsWarrants in the name of such Holder, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.
Appears in 1 contract
Samples: Warrant Agreement (Illinois Superconductor Corporation)
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 103(b). Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New WarrantNEW WARRANT"), evidencing the portion of ----------- this Warrant so transferred shall be issued to the transferee (a "TRANSFEREE") ---------- and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee Transferee thereof shall be deemed the acceptance of such transferee Transferee of all of the rights and obligations of a holder of this a Warrant, including the obligations with regard to a mandatory conversion as set forth herein.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject Subject to compliance with any applicable securities lawsSection 2(c), the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at the office specified in or pursuant to Section 103(b). Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this a Warrant.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.
(i) By acceptance of this Warrant, the Holder acknowledges that it is acquiring this Warrant and the Warrant Shares issuable upon exercise hereof for its own account and not with a view to or for distribution or resale, without prejudice, however to the Holder's right, subject to the provisions of the Purchase Agreement to which the original Holder and the Company are parties, of even date herewith, pursuant to which this Warrant was issued (the "Purchase Agreement"), at all times, to sell or otherwise dispose of all or any part of such securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), and in compliance with applicable federal and state securities laws or under an exemption from such registration.
(ii) The Holder agrees to the imprinting, so long as is required by the Purchase Agreement, of the following legend on the Warrant and Warrant Shares: [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE] HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant may not be soldTransfer and Exchange of Definitive Units. Prior to the Separation ----------------------------------------- Date, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without when Definitive Units are presented to the prior written consent Unit Agent with a request:
(i) to register the transfer of the Company. Any attempted saleDefinitive Units; or
(ii) to exchange such Definitive Units for an equal number of Definitive Units of other authorized denominations, transfer, assignment, pledge, hypothecation the Unit Agent shall register the transfer or other disposition of make the exchange as requested if the requirements under this Warrant, or any portion thereof, shall be void and without any force or effectAgreement as set forth in this Section 5 for such transactions are met; provided, however, thatthat the Definitive Units presented or -------- ------- surrendered for registration of transfer or exchange:
(x) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Unit Agent, subject duly executed by the holder thereof or by his attorney, duly authorized in writing; and
(y) in the case of Units the offer and sale of which have not been registered under the Act (as defined below) and are presented for registration of transfer or exchange prior to compliance with (I) the date which is three years after the later of the date of original issue and the last date on which the Company or any applicable securities laws, affiliate of the Holder may transfer this WarrantCompany was the owner of such Unit, or any portion thereofpredecessor thereto, and (II) such later date, if any, as may be required by any subsequent change in applicable law, such Units shall be accompanied, by the following additional information and documents, as applicable:
(A) if such Unit is being delivered to the Unit Agent by the registered holder for registration in the name of such holder, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 10. Upon any such registration or transfer, a new warrant certification from such holder to purchase Common Stock, that effect (in substantially the form of this Warrant Exhibit B hereto); ---------
(any B) if such new warrantUnit is being transferred to a Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Act")) in accordance with Rule 144A under the Act, a certification to that effect (in substantially the form of Exhibit B hereto); ---------
(C) if such Unit is being transferred (I) to an institutional "New Warrant"accredited investor" within the meaning of subparagraph (a)(1), evidencing (a)(2), (a)(3) or (a)(7) of Rule 501 under the portion Act or (II) pursuant to an exemption from registration in accordance with Rule 144 under the Act or (III) pursuant to a private placement exemption from the registration requirements of this Warrant the Act (in the case of clauses (I), (II) and (III) based on an opinion of counsel if the Unit Agent so requests or if the Company so requests and notifies the Unit Agent), a certification to that effect (in substantially the form of Exhibit B hereto) and a certificate --------- from the applicable transferee (in substantially the form of Exhibit C hereto); ---------
(D) if such Unit is being transferred shall be issued pursuant to an exemption from registration in accordance with Rule 904 under the Act (and based on an opinion of counsel if the Unit Agent so requests or if the Company so requests and notifies the Unit Agent), a certification to that effect (in substantially the forms of Exhibits B and D ---------- - hereto); or
(E) if such Unit is being transferred in reliance on another exemption from the registration requirements of the Act, a certification to that effect (in substantially the form of Exhibit B hereto) and an opinion of counsel reasonably acceptable --------- to the transferee and a New Warrant evidencing Company or the remaining portion of this Warrant not so transferred, if any, shall be issued Unit Agent to the transferring Holder. The acceptance of effect that such transfer is in compliance with the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this WarrantAct.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder.
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at the office specified its address for notice set forth in or pursuant to Section 1012. Upon any such registration or transfer, a new warrant to purchase Common 2 Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. Subject to Section 14(g) below, any transfer or assignment of this WarrantWarrant and Warrant Shares obtained by the Holder in exercise of this Warrant is subject to the requirement that such securities be registered under the Securities Act of 1933, as amended (the "1933 Act"), and applicable state securities laws or exempt from registration under such laws.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified at its address for notice set forth in or pursuant to Section 10 12 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunderhereunder (provided, however, that the Company shall not be required to issue any such New Warrants in denominations of less than 50,000 warrants, or such lesser amount as may constitute the balance of the holders warrants). Any such New Warrant will be dated the date of such exchange.
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall from time to time register the transfer of any portion outstanding Warrant Certificates in a Warrant register to be maintained by the Company upon surrender thereof accompanied by a written instrument or instruments of this Warrant in conformance with Section 2(a) transfer in the form set forth on the reverse side of the form of Warrant Register, upon surrender of this Warrant, with the Form of Assignment Certificate attached hereto as Exhibit A, duly completed and signedexecuted by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, to the Company at the office specified in or together with (if such transfer is pursuant to Section 10clause (1)(w) or (1)(y) of the next paragraph) the opinion of counsel specified therein. Upon any such registration or of transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred Certificate shall be issued to the transferee transferee(s) and the surrendered Warrant Certificate shall be canceled and disposed of by the Company. The Holders of Warrant Shares, by their acceptance of Warrant Certificates or certificates evidencing Warrant Shares, agree that any proposed resale, pledge or other transfer (including any transfer by issuance of Warrant Shares upon exercise of a New Warrant evidenced by a Warrant Certificate in a name other than the name in which such Warrant Certificate is registered) of any Warrant or Warrant Shares may be effected only (1)(w) inside the United States (I) to a person who the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, (II) in accordance with Rule 144 under the Securities Act or (III) pursuant to another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel reasonably satisfactory to the Company to such effect), (x) to the Company, (y) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act (and based upon an opinion of counsel reasonably satisfactory to the Company to such effect) or (z), in the case of Warrant Shares only, pursuant to an effective registration statement under the Securities Act and (2) in each case, in accordance with the applicable securities laws of any state of the United States or any other applicable jurisdiction. Each Holder by acceptance of Warrant Certificates or certificates evidencing Warrant Shares, agrees to, and each subsequent Holder is required to, notify any purchaser thereof of the remaining portion resale restrictions set forth above. Prior to any proposed resale, pledge or other transfer (including any transfer by issuance of this Warrant not so transferredShares upon exercise of a Warrant evidenced by a Warrant Certificate in a name other than the name in which such Warrant Certificate is registered) of any Warrant or Warrant Shares, the Holder thereof shall give written notice to the Company of such Holder's intention to effect such transfer and the names and circumstances thereof and, if anythe proposed transfer is pursuant to clause (1)(w) or (1)(y) of the second preceding sentence, shall be issued will, if requested by the Company, deliver to the transferring Holder. The Company:
(1) an investment covenant, signed by the proposed transferee, setting forth acceptance of the New provisions referenced in this Section 4 and reasonably satisfactory to the Company;
(2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares;
(3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares or such other legend as the Company reasonably believes is required by law; and
(4) an agreement by such transferee to be bound by the transferee provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares. The Warrant Holders agree that each Warrant Certificate and any certificate representing the Warrant Shares will bear the following legend: THE SECURITY REPRESENTED BY THIS CERTIFICATE (AND ANY PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTXXX 0 XX XXX XXXXXX XXXXXX XXXURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THE WARRANTS EVIDENCED HEREBY AGREES FOR THE BENEFIT OF MAXXIM MEDICAL, INC., A TEXAS CORPORATION (THE "COMPANY"), THAT (A) SUCH SECURITY (AND, IF SUCH SECURITY EVIDENCES A WARRANT, THE WARRANT SHARES ISSUABLE PURSUANT THERETO) MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (W) INSIDE THE UNITED STATES (I) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (II) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, OR (III) PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL, IF THE COMPANY SO REQUESTS), (X) TO THE COMPANY, (Y) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL, IF THE COMPANY SO REQUESTS) OR (Z), IN THE CASE OF WARRANT SHARES ONLY, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE SECURITY REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AND HAS THE BENEFIT OF CERTAIN REGISTRATION RIGHTS, CONTAINED IN THE STOCKHOLDERS' AGREEMENT, DATED AS OF NOVEMBER 12, 1999, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES. Subject to the foregoing provisions, Warrant Certificates may be exchanged at the option of the Holder(s) thereof, when surrendered to the Company at its office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled and disposed of by the Company. On delivery of the Warrants by the Company to the Purchasers pursuant to the Purchase Agreement, each Holder will have registration rights with respect to the Warrant Shares set forth in the Stockholders' Agreement, dated as of November 12, 1999, among the Company and the other parties set forth on the signature pages thereto, as the same may be amended from time to time (the "Stockholders' Agreement"). Every Holder of a Warrant Certificate, by accepting the same, consents and agrees with the Company and with every subsequent Holder of such Warrant Certificate that, prior to due presentment of such Warrant Certificate for registration of transfer, the Company may treat the person in whose name the Warrant Certificate is registered as the owner thereof for all purposes and as the person entitled to exercise the registration rights granted under the Warrants, and neither the Company nor any agent thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof affected by the Holder any notice to the office of the Company specified in or pursuant to Section 10 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereundercontrary.
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant may not be soldTransfer and Exchange of Definitive Units. Prior to the ----------------------------------------- Separation Date, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without when Definitive Units are presented to the prior written consent Unit Agent with a request:
(i) to register the transfer of the Company. Any attempted saleDefinitive Units; or
(ii) to exchange such Definitive Units for an equal number of Definitive Units of other authorized denominations, transfer, assignment, pledge, hypothecation the Unit Agent shall register the transfer or other disposition of make the exchange as requested if the requirements under this Warrant, or any portion thereof, shall be void and without any force or effectAgreement as set forth in this Section 5 for such transactions are met; provided, however, thatthat the Definitive Units presented or -------- ------- surrendered for registration of transfer or exchange:
(x) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Unit Agent, subject duly executed by the holder thereof or by his attorney, duly authorized in writing; and
(y) in the case of Units the offer and sale of which have not been registered under the Act (as defined below) and are presented for registration of transfer or exchange prior to compliance with (I) the date which is two years after the later of the date of original issue and the last date on which the Issuers or any applicable securities laws, affiliate of the Holder may transfer this WarrantIssuers was the owner of such Unit, or any portion thereofpredecessor thereto, and (II) such later date, if any, as may be required by any subsequent change in applicable law, such Units shall be accompanied, by the following additional information and documents, as applicable:
(A) if such Unit is being delivered to the Unit Agent by the registered holder for registration in the name of such holder, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 10. Upon any such registration or transfer, a new warrant certification from such holder to purchase Common Stock, that effect (in substantially the form of this Warrant Exhibit B --------- hereto);
(any B) if such new warrantUnit is being transferred to a Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Act") in accordance with Rule 144A under the Act, a certification to that effect (in substantially the form of Exhibit B --------- hereto);
(C) if such Unit is being transferred (I) to an institutional "New Warrant"accredited investor" within the meaning of subparagraph (a)(1), evidencing (a)(2), (a)(3) or (a)(7) of Rule 501 under the portion Act or (II) pursuant to an exemption from registration in accordance with Rule 144 under the Act or (III) pursuant to a private placement exemption from the registration requirements of this Warrant the Act (in the case of clauses (I), (II) and (III) based on an opinion of counsel if the Unit Agent so requests or if the Issuers so request and notify the Unit Agent), a certification to that effect (in substantially the form of Exhibit B hereto) and a --------- certificate from the applicable transferee (in substantially the form of Exhibit C hereto); --------- (D if such Unit is being transferred shall be issued pursuant to an exemption from registration in accordance with Rule 904 under the Act (and based on an opinion of counsel if the Unit Agent so requests or if the Issuers so request and notify the Unit Agent), a certification to that effect (in substantially the forms of Exhibit ------- B and Exhibit D hereto); or - --------- (E) if such Unit is being transferred in reliance on another exemption from the registration requirements of the Act, a certification to that effect (in substantially the form of Exhibit B hereto) and an --------- opinion of counsel reasonably acceptable to the transferee and a New Warrant evidencing Issuers or the remaining portion of this Warrant not so transferred, if any, shall be issued Unit Agent to the transferring Holder. The acceptance of effect that such transfer is in compliance with the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this WarrantAct.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder.
Appears in 1 contract
Samples: Unit Agreement (TNP Enterprises Inc)
Registration of Transfers and Exchanges. (a) This Warrant may not only be soldtransferred pursuant to an effective registration statement under the Securities Act, transferred, assigned pledged, hypothecated to the Company or otherwise disposed, directly or indirectly, in whole pursuant to an available exemption from or in part, without a transaction not subject to the prior written consent registration requirements of the CompanySecurities Act. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition In connection with any transfer of this Warrant, Warrant other than pursuant to an effective registration Class A Warrant 2 statement or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for as defined below). Any such transferee shall agree in writing to be bound by the benefit terms of any such relatives, or (ii) any shareholder or affiliate entitythis Warrant and shall have the rights of Holder under this Warrant.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at the office specified in or pursuant to Section 103(b). Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this a Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant may not be soldSubject to Section 9 hereof, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectlythe Company shall register the transfer of this Warrant, in whole or in part, without upon records to be maintained by the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee Company for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Registerthat purpose, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signedduly endorsed by the Registered Holder, to the Company at the office specified in or pursuant to Section 103(b). Upon any such registration or of transfer, a new warrant to purchase Common StockWarrant, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant Common Stock purchase rights so transferred shall be issued to the transferee and a New Warrant new Warrant, in similar form, evidencing the remaining portion of this Warrant Common Stock purchase rights not so transferred, if any, shall be issued to the transferring Registered Holder. ____________ 1 Five (5) years from the Exercise Date. 2 The acceptance amount shall be 50% of the New Warrant by shares of Common Stock that the transferee thereof shall be deemed Registered Holder is entitled to in connection with the acceptance of such transferee of all conversion of the rights and obligations of a holder of this WarrantRegistered Holder’s Promissory Note when such Promissory Note first becomes convertible.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Registered Holder to at the office of the Company specified in or pursuant to Section 10 3(b) hereof, for one or more New new Warrants, evidencing in substantially the form of this Warrant evidencing, in the aggregate aggregate, the right to purchase the number of Warrant Shares which may then be purchased hereunder, each of such new Warrants to be dated the date of such exchange and to represent the right to purchase such number of Warrant Shares as shall be designated by the Registered Holder at the time of such surrender.
Appears in 1 contract
Samples: Securities Purchase Agreement (Co-Diagnostics, Inc.)
Registration of Transfers and Exchanges. (a) This Warrant may not only be soldtransferred pursuant to an effective registration statement under the Securities Act, transferred, assigned pledged, hypothecated to the Company or otherwise disposed, directly or indirectly, in whole pursuant to an available exemption from or in part, without a transaction not subject to the prior written consent registration requirements of the CompanySecurities Act. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition In connection with any transfer of this Warrant, Warrant other than pursuant to an effective registration statement or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Xxxxxx agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for as defined below). Any such transferee shall agree in writing to be bound by the benefit terms of any such relatives, or (ii) any shareholder or affiliate entity.
(b) this Warrant and shall have the rights of Holder under this Warrant. The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at the office specified its address for notice set forth in or pursuant to Section 1011. Upon any such registration or transfer, a new warrant to purchase Common StockSeries B Preferred, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holdertransferee. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder Holder of this Warrant.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified at its address for notice set forth in or pursuant to Section 10 11 for one or more a New WarrantsWarrant, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.
Appears in 1 contract
Samples: Warrant Agreement (Careside Inc)
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) Note in the Warrant Register, Note Register upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, Note to the Company at the office specified in or pursuant to Section 10its address for notice set forth herein. Upon any such registration or transfer, a new warrant to purchase Common StockNote, in substantially the form of this Warrant Note (any such new warrantdebenture, a "“New Warrant"Note”), evidencing the portion of this Warrant Note so transferred shall be issued to the transferee and a New Warrant Note evidencing the remaining portion of this Warrant Note not so transferred, if any, shall be issued to the transferring HolderInvestor. The acceptance of the New Warrant Note by the transferee thereof shall be deemed the acceptance of by such transferee of all of the rights and obligations of a holder of this Warrant.
(c) a Note, including, without limitation, the rights and obligations described in the Subordination Agreement, and such transferee shall be a Subordinated Creditor under the Subordination Agreement. This Warrant Note is exchangeableexchangeable for an equal aggregate principal amount of Notes of different authorized denominations, upon the surrender hereof as requested by the Holder to Investor surrendering the office same. No service charge or other fee will be imposed in connection with any such registration of transfer or exchange. The Company agrees that its prior consent is not required for the transfer of any portion of this Note, except that without the prior consent of the Company specified (which will not be unreasonably withheld or delayed), Notes may not be transferred (A) in increments of less than the lesser of (x) $2 million and (y) the remaining principal amount of Notes held by the transferring Investor or pursuant (B) to Section 10 for one Persons (1) identified as “competitors” of the Company or more New Warrants(2) engaged in, evidencing or who have threatened in writing to engage in, a material Action against the aggregate Company, in each case of (1) and (2) as disclosed in Schedule 4.1(d) to the right Purchase Agreement or in periodic reports of the Company filed by the Company with the Commission under the Exchange Act. The foregoing prohibitions shall not apply to purchase the number transfers of Warrant Shares which may then be purchased hereunderUnderlying Shares.
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant or the Warrant Shares issued upon any exercise hereof may not only be soldtransferred pursuant to an effective registration statement under the Securities Act, transferred, assigned pledged, hypothecated to the Company or otherwise disposed, directly or indirectly, in whole pursuant to an available exemption from or in part, without a transaction not subject to the prior written consent registration requirements of the CompanySecurities Act. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition In connection with any transfer of this Warrant, Warrant or any portion thereof, shall be void and without any force Warrant Shares other than pursuant to an effective registration statement or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (ias defined in Section 2(b) below) or a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit legend of similar import on any such relatives, or (ii) any shareholder or affiliate entity.Warrant Shares issued upon an
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 1011. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this a Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant may not be soldhas been issued subject to certain investment representations of the original Holder hereof set forth in the Convertible Debenture Purchase Agreement (the "Purchase Agreement"), transferreddated as of July 14, assigned pledged1998, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without among the prior written consent Company and purchasers of the Company's Series A 5% Convertible Debentures, Series B 5% Convertible Debentures and Series C 5% Convertible Debentures. Any attempted sale, transfer, assignment, pledge, hypothecation This Warrant may be transferred only to the Company or other disposition of this Warrant, pursuant to an available exemption from or any portion thereof, shall be void and without any force or effect; provided, however, that, in a transaction not subject to compliance with any applicable securities lawsthe registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Subject thereto, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signedsigned (and payment by the Holder of any transfer taxes that are payable as a result of the transfer of this Warrant to a person other than the Holder), to the Transfer Agent or to the Company at the office specified in or pursuant to Section 103(b). Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this a Warrant.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder, but New Warrants shall not represent the right to purchase less than 1,000 Warrant Shares unless such smaller number of Warrant Shares represents the full number of Warrant Shares as are purchasable on exercise of the New Warrant. Any such New Warrant will be dated the date of such exchange.
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant may not only be soldtransferred pursuant to an effective registration statement under the Securities Act, transferred, assigned pledged, hypothecated to the Company or otherwise disposed, directly or indirectly, in whole pursuant to an available exemption from or in part, without a transaction not subject to the prior written consent registration requirements of the CompanySecurities Act. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition In connection with any transfer of this Warrant, Warrant other than pursuant to an effective registration statement or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if the Company may require the transferor thereof to provide to the Class A Warrant 2 Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for as defined below). Any such transferee shall agree in writing to be bound by the benefit terms of any such relatives, or (ii) any shareholder or affiliate entitythis Warrant and shall have the rights of Holder under this Warrant.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at the office specified in or pursuant to Section 103(b). Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this a Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without Subject to the prior written consent provisions of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The below, the Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 10the terms hereof. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of by such transferee of all of the rights and obligations of a holder Holder of this Warrant.
(b) In the event the Holder of this Warrant desires to transfer this Warrant, or any Warrant Shares issued upon the exercise hereof prior to the registration thereof pursuant to Section 4, the Holder shall provide the Company with a written notice describing the manner of such transfer and an opinion of counsel (reasonably acceptable to the Company) that the proposed transfer may be effected without registration or qualification (under any federal or state law), whereupon such Holder shall be entitled to transfer this Warrant or to dispose of any Warrant Shares in accordance with the notice delivered by such Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 the terms hereof for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrants will be dated the date of such exchange.
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly appropriately completed and signedduly executed by the Holder or its duly authorized agent, to the Company at the office specified in or pursuant to Section 103(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws. Upon any such registration or of transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a "Transferee") and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee Transferee thereof shall be deemed the acceptance of such transferee Transferee of all of the rights and obligations of a holder of this a Warrant, including the obligations with regard to a mandatory conversion as set forth herein.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b), for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunderhereunder (less any number of Warrant Shares which shall have been canceled in payment of the Exercise Price as provided in Section 3(b)). Any such New Warrant shall be dated the date of such exchange and shall be stamped or imprinted (unless registered under the Securities Act) with a legend in substantially the following form: NEITHER THIS WARRANT NOR THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAW OR ANY OTHER SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS SECURITY IS ALSO SUBJECT TO THE INVESTOR'S RIGHTS AGREEMENT DATED AS OF SEPTEMBER 7, 2004 BETWEEN THE HOLDER AND XXXXXXXX'X INC., COPIES OF WHICH ARE ON FILE WITH XXXXXXXX'X INC. The certificate or certificates for Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted (unless registered under the Securities Act) with a legend substantially in the foregoing form.
Appears in 1 contract
Samples: Warrant Agreement (Friedmans Inc)
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without TRANSFER AND EXCHANGE OF PHYSICAL SECURITIES. When Physical Securities are presented to the prior written consent Registrar with a request:
(i) to register the transfer of the Company. Any attempted salePhysical Securities; or
(ii) to exchange such Physical Securities for an equal number of Physical Securities of other authorized denominations, transferthe Registrar shall register the transfer or make the exchange as requested if the requirements under this Section 2.15 for such transactions are met; PROVIDED, assignmentHOWEVER, pledgethat the Physical Securities presented or surrendered for registration of transfer or exchange:
(I) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, hypothecation duly executed by the Holder thereof or other disposition his attorney duly authorized in writing; and
(II) in the case of this WarrantPhysical Securities the offer and sale of which have not been registered under the Securities Act and are presented for transfer or exchange prior to (x) the date which is two years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Security, or any portion thereofpredecessor thereto and (y) such later date, if any, as may be required by any subsequent change in applicable law (the "Resale Restriction Termination Date"), such Physical Securities shall be void and without any force or effect; providedaccompanied, however, that, subject to compliance with any applicable securities laws, in the Holder may transfer this Warrant, or any portion thereof, without the prior written consent sole discretion of the Company, by the following additional information and documents, as applicable:
(A) if such Physical Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form of Exhibit C hereto); or
(B) if such Physical Security is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act, a certification to that effect (in substantially the form of Exhibit C hereto); or
(C) if such Physical Security is being transferred to an institutional "accredited investor" within the meaning of subparagraph (a)(1), (a)(2), (a)(3) or (a)(7) of Rule 501 under the Securities Act, delivery of a Certificate of Transfer in the form of Exhibit D hereto and an opinion of counsel and/or other information satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act; or
(D) if such Physical Security is being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (iin substantially the form of Exhibit C hereto) a spouse, child, grandchild, parent, sibling or custodian or trustee for and an opinion of counsel reasonably acceptable to the benefit of any Company to the effect that such relatives, or (ii) any shareholder or affiliate entitytransfer is in compliance with the Securities Act.
(b) The Company shall register RESTRICTIONS ON TRANSFER OF A PHYSICAL SECURITY FOR A BENEFICIAL INTEREST IN A GLOBAL Security. A Physical Security may not be exchanged for a beneficial interest in a Global Security except upon satisfaction of the transfer requirements set forth below. Upon receipt by the Registrar of any portion a Physical Security, duly endorsed or accompanied by appropriate instruments of this Warrant transfer, in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, form satisfactory to the Company at the office specified Registrar, together with:
(A) certification, substantially in or pursuant to Section 10. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Exhibit C hereto, that such Security is being transferred to a qualified institutional buyer (any such new warrant, a "New Warrant"), evidencing as defined in Rule 144A under the portion of this Warrant so transferred shall be issued to Securities Act) in accordance with Rule 144A under the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this Warrant.Securities Act; and
(cB) This Warrant is exchangeablewritten instructions directing the Registrar to make, upon or to direct the surrender hereof by Depositary to make, an endorsement on the Holder Global Security to the office of the Company specified in or pursuant to Section 10 for one or more New Warrants, evidencing reflect an increase in the aggregate amount of the right Securities represented by the Global Security, then the Registrar shall cancel such Physical Security and cause, or direct the Depositary to purchase cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the number of Warrant Shares which may Securities represented by the Global Security to be increased accordingly. If no Global Security is then be purchased hereunderoutstanding, the Company shall issue and the Registrar shall authenticate a new Global Security in the appropriate amount.
Appears in 1 contract
Samples: Indenture (Biltmore South Corp)
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without Transfer and Exchange of Physical Certificates. When Physical Certificates are presented to the prior written consent Transfer Agent with a request:
(i) to register the Transfer of the Company. Any attempted salePhysical Certificates; or
(ii) to exchange such Physical Certificates for an equal number of Physical Certificates of other authorized denominations, transfer, assignment, pledge, hypothecation the Transfer Agent shall register the Transfer or other disposition of make the exchange as requested if the requirements under this Warrant, or any portion thereof, shall be void and without any force or effectAgreement as set forth in this Section 3.3 for such transactions are met; provided, however, thatthat the Physical Certificates presented or surrendered for registration of Transfer or exchange:
(I) shall be duly endorsed or accompanied by a written instrument of Transfer in form satisfactory to the Transfer Agent, subject duly executed by the Holder thereof or his attorney duly authorized in writing; and
(II) in the case of Physical Certificates the offer and sale of which have not been registered under the Act, such Physical Certificates shall be accompanied, in the sole discretion of the Issuer, by the following additional information and documents, as applicable:
(A) if such Physical Certificates are being delivered to the Transfer Agent by a holder for registration in the name of such holder, without Transfer, a certification from such holder to that effect (in substantially the form of Exhibit B hereto); or
(B) if such Physical Certificates are being Transferred to a "Qualified Institutional Buyer" (as defined in Rule 144A under the Securities Act (a "Qualified Institutional Buyer")) in accordance with Rule 144A under the Act, a certification to that effect (in substantially the form of Exhibit B hereto); or
(C) if such Physical Certificates are being Transferred to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Act (an "Institutional Accredited Investor")) delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and a Transferee Certificate for Institutional Accredited Investors in substantially the form of Exhibit C hereto; or
(D) if such Physical Certificates are being Transferred in reliance on Regulation S under the Act ("Regulation S"), delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and a Transferee Certificate for Regulation S Transfers in substantially the form of Exhibit D hereto and an opinion of counsel reasonably satisfactory to the Issuer to the effect that such Transfer is in compliance with any applicable securities lawsthe Act; or
(E) if such Physical Certificates are being Transferred in reliance on Rule 144 under the Act, delivery of a certification to that effect (in substantially the Holder may transfer this Warrant, or any portion thereof, without form of Exhibit B hereto) and an opinion of counsel reasonably satisfactory to the prior written consent Issuer to the effect that such Transfer is in compliance with the Act; or
(F) if such Physical Certificates are being Transferred in reliance on another exemption from the registration requirements of the CompanyAct, if a certification to that effect (in substantially the form of Exhibit B hereto) and an opinion of counsel reasonably satisfactory to the Issuer to the effect that such transfer Transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for in compliance with the benefit of any such relatives, or (ii) any shareholder or affiliate entityAct.
(b) The Company shall register Restrictions on Transfer of Physical Certificates for a Beneficial Interest in a Global Certificate. A Physical Certificate may not be exchanged for a beneficial interest in a Global Certificate except upon satisfaction of the transfer requirements set forth below. Upon receipt by the Transfer Agent of any portion a Physical Certificate, duly endorsed or accompanied by appropriate instruments of this Warrant Transfer, in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, form satisfactory to the Company at the office specified in or pursuant to Section 10. Upon any such registration or transferTransfer Agent, together with:
(A) a new warrant to purchase Common Stockcertification, in substantially the form of this Warrant (any Exhibit B hereto, that such new warrant, Physical Certificate is being Transferred to a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this Warrant.Qualified Institutional Buyer; and
(cB) This Warrant is exchangeablewritten instructions directing the Transfer Agent to make, upon or to direct the surrender hereof by Depository to make, an endorsement on the Holder Global Certificate to the office of the Company specified in or pursuant to Section 10 for one or more New Warrants, evidencing reflect an increase in the aggregate amount of the right shares represented by the Global Certificate, then the Transfer Agent shall cancel such Physical Certificate and cause, or direct the Depository to purchase cause, in accordance with the standing instructions and procedures existing between the Depository and the Transfer Agent, the number of Warrant Shares which may shares represented by the Global Certificate to be increased accordingly. If no Global Certificate is then be purchased hereunderoutstanding, the Issuer shall issue a new Global Certificate in the appropriate amount.
Appears in 1 contract
Samples: Common Stock Registration Rights and Stockholders Agreement (MMH Holdings Inc)
Registration of Transfers and Exchanges. (a) This Subject to the limitations set forth below, this Warrant may not be soldexchanged at the option of the Holder, transferredwhen surrendered to the Company at its office, assigned pledged, hypothecated for another Warrant or otherwise disposed, directly or indirectly, other Warrants of like tenor and representing in whole or in part, without the prior written consent aggregate a like number of Warrant Securities. When this Warrant is surrendered for exchange it shall be canceled and disposed of by the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition Upon due presentation for registration of exchange of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, Warrant at the Holder may transfer this Warrant, or any portion thereof, without the prior written consent office of the Company, if such transfer is a new Warrant or Warrants of like tenor and evidencing in the aggregate a like number of Warrant Securities shall be issued, without charge, to (ithe transferee(s) a spousein exchange for this Warrant, child, grandchild, parent, sibling or custodian or trustee for subject to the benefit of any such relatives, or (ii) any shareholder or affiliate entitylimitations set forth herein.
(b) The Company shall register Without limiting the transfer restrictions of Section 10 hereof, in connection with any portion Transfer (as defined below), the Holder shall, if required by the Company, obtain from counsel to such Holder (who may be in-house counsel for Stanxxx Xxxxxxx Xxxociates, Inc.) an opinion that the proposed Transfer of this Warrant in conformance with Section 2(amay be effected without registration under the Securities Act of 1933, as amended (the "Act") in or applicable state securities law. When this Warrant is surrendered for Transfer it shall be canceled and disposed of by the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 10Company. Upon any such due presentation for registration or transfer, a new warrant to purchase Common Stock, in substantially the form of Transfer of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to at the office of the Company specified in Company, a new Warrant or pursuant to Section 10 for one or more New Warrants, Warrants of like tenor and evidencing in the aggregate the right to purchase the a like number of Warrant Shares which may then Securities shall be purchased hereunderissued, without charge, to the transferee(s) in exchange for this Warrant, subject to the limitations set forth herein. As used herein, "Transfer" means sell, assign, transfer, pledge, hypothecate, mortgage, encumber, dispose by gift or bequest, or otherwise transfer or disposition.
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall from time to time register the transfer of any portion outstanding Warrant Certificates in a Warrant register to be maintained by the Company upon surrender thereof accompanied by a written instrument or instruments of this Warrant in conformance with Section 2(a) transfer in the form as set forth on the reverse side of the form of Warrant Register, upon surrender of this Warrant, with the Form of Assignment Certificate attached hereto as Exhibit A, duly completed and signedexecuted by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, to the Company at the office specified in or together with (if such transfer is pursuant to Section 10clause (1)(w) or (1)(y) of the next paragraph) the opinion of counsel specified therein. Upon any such registration or of transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred Certificate shall be issued to the transferee transferee(s) and a New the surrendered Warrant evidencing the remaining portion of this Warrant not so transferred, if any, Certificate shall be issued to cancelled and disposed of by the transferring HolderCompany. The Holders, by their acceptance of the New Warrant Certificates or certificates evidencing Warrant Shares, agree that any proposed resale, pledge or other transfer (including any transfer by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 for one or more New Warrants, evidencing in the aggregate the right to purchase the number issuance of Warrant Shares upon exercise of a Warrant evidenced by a Warrant Certificate in a name other than the name in which such Warrant Certificate is registered) of any Warrant or Warrant Shares may then be purchased hereunder.effected only (1)(w) inside the United States (i) to a person who the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, (ii) in accordance with Rule 144 under the Securities Act or (iii) pursuant to another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel reasonably satisfactory to the Company to such effect, if the Company so requests), (x) to the Company, (y) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act (and based upon an opinion of counsel reasonably satisfactory to the Company to such effect, if the Company so requests) or (z), in the case of Warrant Shares only, pursuant to an
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned assigned, pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 10. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "“New Warrant"”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder.
(d) Unless the resale of the Warrant Shares has been registered under the Securities Act of 1933, as amended, each certificate for Warrant Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.”
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Subject to the limitations set forth below, this Warrant may not be soldexchanged at the option of the Holder, transferredwhen surrendered to the Company at its office, assigned pledged, hypothecated for another Warrant or otherwise disposed, directly or indirectly, other Warrants of like tenor and representing in whole or in part, without the prior written consent aggregate a like number of Warrant Securities. When this Warrant is surrendered for exchange it shall be canceled and disposed of by the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition Upon due presentation for registration of exchange of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, Warrant at the Holder may transfer this Warrant, or any portion thereof, without the prior written consent office of the Company, if such transfer is a new Warrant or Warrants of like tenor and evidencing in the aggregate a like number of Warrant Securities shall be issued, without charge, to (ithe transferee(s) a spousein exchange for this Warrant, child, grandchild, parent, sibling or custodian or trustee for subject to the benefit of any such relatives, or (ii) any shareholder or affiliate entitylimitations set forth herein.
(b) The Company shall register Without limiting the transfer restrictions of Section 10 hereof, in connection with any portion Transfer (as defined below), the Holder shall, if required by the Company, obtain from counsel to such Holder (who may be in-house counsel for Titan Sports, Inc.) an opinion that the proposed Transfer of this Warrant in conformance with Section 2(amay be effected without registration under the Securities Act of 1933, as amended (the "Act") in or applicable state securities law. When this Warrant is surrendered for Transfer it shall be canceled and disposed of by the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 10Company. Upon any such due presentation for registration or transfer, a new warrant to purchase Common Stock, in substantially the form of Transfer of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to at the office of the Company specified in Company, a new Warrant or pursuant to Section 10 for one or more New Warrants, Warrants of like tenor and evidencing in the aggregate the right to purchase the a like number of Warrant Shares which may then Securities shall be purchased hereunderissued, without charge, to the transferee(s) in exchange for this Warrant, subject to the limitations set forth herein. As used herein, "Transfer" means sell, assign, transfer, pledge, hypothecate, mortgage, encumber, dispose by gift or bequest, or otherwise transfer or disposition.
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant or the Warrant Shares issued upon any exercise hereof may not only be soldtransferred pursuant to an effective registration statement under the Securities Act, transferred, assigned pledged, hypothecated to the Company or otherwise disposed, directly or indirectly, in whole pursuant to an available exemption from or in part, without a transaction not subject to the prior written consent registration requirements of the CompanySecurities Act. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition In connection with any transfer of this Warrant, Warrant or any portion thereof, shall be void and without any force Warrant Shares other than pursuant to an effective registration statement or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Holder agrees to the imprinting, so long as is required by this Sectiox 0(x), of a legend substantially similar to that first above written on any New Warrant (ias defined in Section 2(b) below) or a spouse, child, grandchild, parent, sibling or custodian or trustee for legend of similar import on any Warrant Shares issued upon an exercise hereof. Any such transferee shall agree in writing to be bound by the benefit terms of any such relatives, or (ii) any shareholder or affiliate entitythis Warrant and shall have the rights of Holder under this Warrant.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 1011. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this a Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder.
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant is issued pursuant to that Convertible Debenture Purchase Agreement between the Company and the Holder dated as of June 9, 1999 (the "Purchase Agreement"). Neither this Warrant nor any interest herein may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, transferred except in whole or in part, without compliance with the prior written consent provisions of section 3.1 of the CompanyPurchase Agreement and the provisions hereof. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at the office specified in or pursuant to Section 103(i). Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this a Warrant.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(g) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.
Appears in 1 contract
Samples: Warrant Agreement (Thrustmaster Inc)
Registration of Transfers and Exchanges. Concurrent with the surrender of any outstanding Warrant Certificate(s) accompanied by a written instrument or instruments of transfer substantially in the form of Exhibit B hereto, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, the Company shall promptly register the transfer of any outstanding Warrant Certificates in a Warrant register to be maintained by the Company and promptly issue a new Warrant Certificate in the name of the transferee(s). The surrendered Warrant Certificate(s) shall thereupon be cancelled and disposed of by the Company. Each of the Holders represents and warrants to the Company that:
(a) This Warrant may such Holder is an institutional accredited investor within the meaning of Regulation D of the Securities Act and the Warrants to be acquired by it pursuant to Section 12 of the Bridge Loan Agreement are being acquired for its own account and without a view to, or for resale in connection with, any distribution thereof or any interest therein; provided that the provisions of this Section shall not be sold, transferred, assigned pledged, hypothecated prejudice such Holder s right at all times to sell or otherwise disposed, directly dispose of all or indirectly, in whole or in part, without the prior written consent any part of the Company. Any attempted saleWarrants so acquired pursuant to a registration under the Securities Act or an exemption from such registration available under the Securities Act;
(b) such Holder has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Warrants, transfer, assignment, pledge, hypothecation or other disposition such Holder is capable of this Warrant, or any portion thereof, shall be void bearing the economic risks of such investment and without any force or effect; provided, however, that, subject such Holder has had the opportunity to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent conduct its own due diligence investigation in relation to its purchase of the CompanyWarrants hereunder;
(c) no part of the funds used by such Holder to purchase the Warrants hereunder constitutes assets of any plan (as defined in Section 4975 of the Internal Revenue Code). The Holders agree that prior to any proposed transfer of the Warrant or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act, pursuant to Rule 144 or Rule 144A under the Securities Act, or an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the Warrant or Warrant Shares may be sold publicly without registration under the Securities Act, the Holder will, if requested by the Company, deliver to the Company:
(1) an investment covenant substantially similar to Section 4(a) above signed by the proposed transferee;
(2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares;
(3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; and
(4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares. The Holders agree that each Warrant Certificate and any certificate representing the Warrant Shares will bear the following legend: "NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (AND ANY PREDECESSOR) NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR (ii) any shareholder or affiliate entityAN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
(b" Subject to the foregoing provisions, Warrant Certificates may be exchanged at the option of the Holder(s) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Registerthereof, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, when surrendered to the Company at the its office specified in for another Warrant Certificate or pursuant to Section 10. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this other Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance Certificates of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights like tenor and obligations of a holder of this Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 for one or more New Warrants, evidencing representing in the aggregate the right to purchase the a like number of Warrants. Warrant Certificates surrendered for exchange shall be, upon issuance of the new Warrant Certificate(s), cancelled and disposed of by the Company. On delivery of the Warrants by the Escrow Agent to the Warrant Holder or Holders pursuant to the Escrow Agreement, each Warrant Holder will have registration rights with respect to the Warrant Shares which may then be purchased hereunderas set forth in Section 14 hereof.
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned assigned, pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 10. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder.
(d) Each certificate for Warrant Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued to any subsequent transferee of any such certificate, unless, in each case, such Warrant Shares are eligible for resale without registration pursuant to Rule 144(k) under the Exchange Act, or has been sold pursuant to and in compliance with Rule 144 or an effective registration statement under the Securities Act, shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED."
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant or the Warrant Shares issued upon any exercise hereof may not only be soldtransferred pursuant to an effective registration statement under the Securities Act, transferred, assigned pledged, hypothecated to the Company or otherwise disposed, directly or indirectly, in whole pursuant to an available exemption from or in part, without a transaction not subject to the prior written consent registration requirements of the CompanySecurities Act. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition In connection with any transfer of this Warrant, Warrant or any portion thereof, shall be void and without any force Warrant Shares other than pursuant to an effective registration statement or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (ias defined in Section 2(b) below) or a spouse, child, grandchild, parent, sibling or custodian or trustee for legend of similar import on any Warrant Shares issued upon an exercise hereof. Any such transferee shall agree in writing to be bound by the benefit terms of any such relatives, or (ii) any shareholder or affiliate entitythis Warrant and shall have the rights of Holder under this Warrant.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 1011. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this a Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant or the Warrant Shares issued upon any exercise hereof may not only be soldtransferred (i) pursuant to an effective registration statement under the Securities Act, transferred(ii) to the Company or (iii) pursuant to an available exemption from, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in parta transaction not subject to, without the prior written consent registration requirements of the CompanySecurities Act. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition In connection with any transfer of this Warrant, Warrant or any portion thereofWarrant Shares other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel to the transferor, the form and substance of which opinion shall be void and reasonably satisfactory to the Company, to the effect that such transfer may be made without any force or effect; providedregistration under the Securities Act. Holder agrees to the imprinting, however, that, subject to compliance with any so long as is required by applicable securities laws, of a legend substantially similar to that first above written on any New Warrant (as defined in Section 2(b) below). Any such transferee shall agree by virtue of having a New Warrant registered in its name in accordance with Section 2(b) below to be bound by the terms of this Warrant and shall have the rights of Holder may transfer under this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in on the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 1012. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this a Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b), for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder.
Appears in 1 contract
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signedsigned and a written opinion of Holder's counsel that such transfer is exempt from registration under the Securities Act, to the Company at the office specified in or pursuant to Section 103(b), provided, however that the Holder shall not make any transfers to any transferee pursuant to this Section for the right to acquire less than 1,000 Warrant Shares. Upon any such registration or transfer, a new warrant to purchase Common Stock, in 2 substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. If this WarrantWarrant is duly assigned in accordance with the terms hereof, then the Company agrees, upon the request of the assignee, to amend or supplement promptly, any effective registration statement covering the Warrant Shares so that the direct assignee of the original Holder is added as a selling stockholder thereunder.
(cb) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 3(b) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.
Appears in 1 contract
Samples: Warrant Agreement (Easyriders Inc)
Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity.
(b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 10. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a "New --- Warrant"), evidencing the portion of this Warrant so transferred shall be issued ------- to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 10 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder.
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