Common use of Registration of Transfers Clause in Contracts

Registration of Transfers. The Warrant Agent shall register the transfer of any portion of a Warrant Certificate in the Warrant Register, upon surrender of the Warrant Certificate, with the Form of Assignment attached thereto, to the Warrant Agent at its address specified for notice set forth in Section 14 below. Upon any such registration or transfer, a new Warrant Certificate substantially in the form attached hereto as Exhibit A (any such new Warrant Certificate, a “New Warrant Certificate”), evidencing the portion of the Warrant Certificate so transferred shall be issued to the transferee and a New Warrant Certificate evidencing the remaining portion of the Warrant Certificate not so transferred, if any, shall be issued to the transferring Holder. Upon issuance and delivery of the New Warrant Certificate, the Warrant Certificate surrendered to the Warrant Agent shall be clearly marked “cancelled” or bear a similar statement to that effect. The delivery of the New Warrant Certificate by the Warrant Agent to the transferee thereof shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of a holder of a Warrant Certificate. Notwithstanding the foregoing, so long as the Warrants are evidenced by Global Warrant Certificates deposited with the Depository, ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by the Depository or its nominee for each Warrant; (ii) by Participants; or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration.

Registration of Transfers. The Warrant Agent shall register the transfer of any portion of a Warrant Certificate in the Warrant Register, upon surrender of the Warrant Certificate, with the Form of Assignment attached thereto, to the Warrant Agent at its address specified for notice set forth in Section 14 13 below. Upon any such registration or transfer, a new Warrant Certificate substantially in the form attached hereto as Exhibit A (any such new Warrant Certificate, a “New Warrant Certificate”), evidencing the portion of the Warrant Certificate so transferred shall be issued to the transferee and a New Warrant Certificate evidencing the remaining portion of the Warrant Certificate not so transferred, if any, shall be issued to the transferring Holder. Upon issuance and delivery of the New Warrant Certificate, the Warrant Certificate surrendered to the Warrant Agent shall be clearly marked “cancelled” or bear a similar statement to that effect. The delivery of the New Warrant Certificate by the Warrant Agent to the transferee thereof shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of a holder of a Warrant Certificate. Notwithstanding the foregoing, so long as the Warrants are evidenced by Global Warrant Certificates deposited with the Depository, ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by the Depository or its nominee for each Warrant; (ii) by Participants; or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration.

Registration of Transfers. The Warrant Agent shall register the transfer of any portion of a Warrant Certificate in the Warrant Register, upon surrender of the Warrant Certificate, with the Form of Assignment attached theretothereto duly completed and signed, to the Warrant Agent Company at its address specified for notice set forth in Section 14 belowherein. Upon any such registration or transfer, a new Warrant Certificate substantially in the form attached hereto as Exhibit A (any such new Warrant Certificate, a “New Warrant Certificate”), evidencing the portion of the Warrant Certificate so transferred shall be issued to the transferee and a New Warrant Certificate evidencing the remaining portion of the Warrant Certificate not so transferred, if any, shall be issued to the transferring Holder. Upon issuance and delivery of the New Warrant Certificate, the Warrant Certificate surrendered to the Warrant Agent shall be clearly marked “cancelled” or bear a similar statement to that effect. The delivery of the New Warrant Certificate by the Warrant Agent Company to the transferee thereof shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of a holder of a Warrant Certificate. Notwithstanding the foregoing, so long as the Warrants are evidenced by Global Warrant Certificates deposited with the Depository, ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by the Depository or its nominee for each Warrant; (ii) by Participants; or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration.

Registration of Transfers. The registration of the transfer and exchange of Warrants or beneficial interests therein shall be effected through the Depository in accordance with this Warrant Agreement and the procedures and requirements of the Depository. The Warrant Agent shall register the transfer of all or any portion of a Warrant Certificate the outstanding Warrants in the Warrant Register, upon surrender of the Warrant, and payment of all applicable transfer taxes, reasonably promptly following its receipt of a written request from the record Holder; provided, however, that except as otherwise provided herein or in any Global Warrant Certificate, with a Global Warrant Certificate may only be transferred in whole, and not in part, and only by (i) the Form Depository to a nominee of Assignment attached theretothe Depository, (ii) a nominee of the Depository to the Warrant Agent at Depository or another nominee of the Depository, or (iii) the Depository or any such nominee to a successor Depository or its address specified for notice set forth in Section 14 belownominee. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall, upon the written request of the Company, countersign and deliver, in the name of the designated transferee a new Warrant Certificate or Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Upon any such registration of transfer, a new Warrant Certificate substantially in the form attached hereto as Exhibit A warrant to purchase Common Shares (any such new Warrant Certificatewarrant, a “New Warrant CertificateWarrant”), ) evidencing the portion of the Warrant Certificate Warrants so transferred shall be issued to the transferee transferee, and a New Warrant Certificate evidencing the remaining portion of the Warrant Certificate not so transferred, if any, shall be issued to the transferring Holder. Upon issuance and delivery The acceptance of the New Warrant Certificate, the Warrant Certificate surrendered to the Warrant Agent shall be clearly marked “cancelled” or bear a similar statement to that effect. The delivery of the New Warrant Certificate by the Warrant Agent to the transferee thereof shall be deemed to constitute the acceptance by such transferee of all of the rights and obligations in respect of a holder the New Warrant that the Holder had in respect of a the Warrant. Until due presentment for registration of transfer, the Company and the Warrant Certificate. Notwithstanding Agent may treat the foregoing, so long registered Holder hereof as the Warrants are evidenced by Global Warrant Certificates deposited with the Depository, ownership of beneficial interests in the Warrants shall be shown on, owner and the transfer of such ownership shall be effected through, records maintained (i) by the Depository or its nominee for each Warrant; (ii) by Participants; or (iii) directly on the book-entry records holder of the Warrant for all purposes, and neither the Company nor the Warrant Agent with respect only shall be affected by any notice to owners the contrary. A party requesting transfer of beneficial interests Warrants must provide any evidence of authority that represent such direct registrationmay be required by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association.

Registration of Transfers. The Warrant Agent shall register the transfer (in accordance with the limitations set forth in Section 5.1 of this Agreement) of any portion of a Warrant Certificate in the Warrant Register, upon surrender of the Warrant Certificate, with the Form of Assignment attached thereto, to the Warrant Agent at its address specified for notice set forth in Section 14 belowthis Agreement. Upon any such registration or permitted transfer, a new Warrant Certificate substantially in the form attached hereto as Exhibit A (any such new Warrant Certificate, a “New Warrant Certificate”), evidencing the portion of the Warrant Certificate so transferred shall be issued to the permitted transferee and a New Warrant Certificate evidencing the remaining portion of the Warrant Certificate not so transferred, if any, shall be issued to the transferring Holder. Upon issuance and delivery of the New Warrant Certificate, the Warrant Certificate surrendered to the Warrant Agent shall be clearly marked “cancelled” or bear a similar statement to that effect. The delivery of the New Warrant Certificate by the Warrant Agent to the permitted transferee thereof shall be deemed to constitute acceptance by such permitted transferee of all of the rights and obligations of a holder of a Warrant Certificate. Notwithstanding the foregoing, so long as the Warrants are evidenced by Global Warrant Certificates deposited with the Depository, ownership of beneficial interests in the Warrants shall be shown on, and the permitted transfer of such ownership shall be effected through, records maintained (i) by the Depository or its nominee for each Warrant; (ii) by Participants; or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration.

Registration of Transfers. The Warrant Agent shall register the transfer of any portion of a Warrant Certificate in the Warrant Register, upon surrender of the Warrant Certificate, with the Form of Assignment attached thereto, to the Warrant Agent at its address specified for notice set forth in Section 14 belowthis Agreement. Upon any such registration or transfer, a new Warrant Certificate substantially in the form attached hereto as Exhibit A (any such new Warrant Certificate, a “New Warrant Certificate”), evidencing the portion of the Warrant Certificate so transferred shall be issued to the transferee and a New Warrant Certificate evidencing the remaining portion of the Warrant Certificate not so transferred, if any, shall be issued to the transferring Holder. Upon issuance and delivery of the New Warrant Certificate, the Warrant Certificate surrendered to the Warrant Agent shall be clearly marked “cancelled” or bear a similar statement to that effect. The delivery of the New Warrant Certificate by the Warrant Agent to the transferee thereof shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of a holder of a Warrant Certificate. Notwithstanding the foregoing, so long as the Warrants are evidenced by Global Warrant Certificates deposited with the Depository, ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by the Depository or its nominee for each Warrant; (ii) by Participants; or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration.

Registration of Transfers. The Warrant Agent shall register the transfer of any portion of a an outstanding Warrant Certificate in the Warrant Register, upon surrender of the Warrant CertificateCertificate representing such Warrant, if the Warrants are certificated, with the Form of Assignment attached theretoproperly completed and duly signed, to the Warrant Agent at its address specified office designated for notice set forth in Section 14 belowsuch purpose. Upon In connection with any such registration or transfer, a party requesting transfer of Warrants must provide any evidence of authority that may be required by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. If the Warrants are certificated, upon any such registration or transfer, the Company shall execute and the Warrant Agent shall countersign a new Warrant Certificate substantially in the form attached hereto as Exhibit A (any such new Warrant Certificate, a “New Warrant Certificate”), evidencing the portion of the Warrant Certificate so transferred shall be issued to the transferee and a New Warrant Certificate evidencing the remaining portion of the Warrant Certificate not so transferred, if any, shall be issued to the transferring Holder. Upon issuance Holder subject to applicable law and delivery the reasonable requirements of the New Warrant CertificateAgent, which requirements shall include reasonable evidence of authority to transfer. Such evidence of authority shall include a signature guarantee form from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Certificate surrendered to the Warrant Agent shall be clearly marked “cancelled” or bear a similar statement to that effectAgent. The delivery of the New Warrant Certificate by the Warrant Agent Company to the transferee thereof shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of a holder of a Warrant Certificate. Notwithstanding In the foregoingevent that a Warrant surrendered for transfer bears a restrictive legend, so long as the Warrant Agent shall not cancel such Warrant and issue new Warrants are evidenced by Global in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. The Warrant Agent shall not be required to effect any registration of transfer or exchange that will result in the issuance of a Warrant Certificate for a fraction of a Warrant. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrant Certificates deposited with required to be issued pursuant to the Depository, ownership provisions of beneficial interests in the Warrants shall be shown onthis Section 2(d), and the transfer of such ownership shall be effected throughCompany, records maintained (i) whenever requested by the Depository or its nominee for each Warrant; (ii) by Participants; or (iii) directly on the book-entry records of Warrant Agent, will supply the Warrant Agent with respect only to owners Warrant Certificates duly executed on behalf of beneficial interests that represent the Company for such direct registrationpurpose.

Registration of Transfers. The Warrant Agent shall register the transfer of any portion of a Warrant Certificate in the Warrant Register, upon surrender of the Warrant Certificate, with the Form of Assignment attached thereto, to the Warrant Agent at its address specified for notice set forth in Section 14 below. Upon any such registration or transfer, a new Warrant Certificate substantially in the form attached hereto as Exhibit A or Exhibit B, as applicable (any such new Warrant Certificate, a “New Warrant Certificate”), evidencing the portion of the Warrant Certificate so transferred shall be issued to the transferee and a New Warrant Certificate evidencing the remaining portion of the Warrant Certificate not so transferred, if any, shall be issued to the transferring Holder. Upon issuance and delivery of the New Warrant Certificate, the Warrant Certificate surrendered to the Warrant Agent shall be clearly marked “cancelled” or bear a similar statement to that effect. The delivery of the New Warrant Certificate by the Warrant Agent to the transferee thereof shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of a holder of a Warrant Certificate. Notwithstanding the foregoing, so long as the Warrants are evidenced by Global Warrant Certificates deposited with the Depository, ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by the Depository or its nominee for each Warrant; (ii) by Participants; or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration.

Registration of Transfers. The registration of the transfer and exchange of Warrants or beneficial interests therein shall be effected through the Depository in accordance with this Agreement and the procedures and requirements of the Depository. The Warrant Agent shall register the transfer of all or any portion of a Warrant Certificate the outstanding Warrants in the Warrant Register, upon surrender of the Warrant, and payment of all applicable transfer taxes, reasonably promptly following its receipt of a written request from the record Holder; provided, however, that except as otherwise provided herein or in any Global Warrant Certificate, with a Global Warrant Certificate may only be transferred in whole, and not in part, and only by (i) the Form Depository to a nominee of Assignment attached theretothe Depository, (ii) a nominee of the Depository to the Warrant Agent at Depository or another nominee of the Depository, or (iii) the Depository or any such nominee to a successor Depository or its address specified for notice set forth in Section 14 belownominee. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall, upon the written request of the Company, countersign and deliver, in the name of the designated transferee a new Warrant Certificate or Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Upon any such registration of transfer, a new Warrant Certificate substantially in the form attached hereto as Exhibit A warrant to purchase Common Shares (any such new Warrant Certificatewarrant, a “New Warrant CertificateWarrant”), ) evidencing the portion of the Warrant Certificate Warrants so transferred shall be issued to the transferee transferee, and a New Warrant Certificate evidencing the remaining portion of the Warrant Certificate not so transferred, if any, shall be issued to the transferring Holder. Upon issuance and delivery The acceptance of the New Warrant Certificate, the Warrant Certificate surrendered to the Warrant Agent shall be clearly marked “cancelled” or bear a similar statement to that effect. The delivery of the New Warrant Certificate by the Warrant Agent to the transferee thereof shall be deemed to constitute the acceptance by such transferee of all of the rights and obligations in respect of a holder the New Warrant that the Holder had in respect of a the Warrant. Until due presentment for registration of transfer, the Company and the Warrant Certificate. Notwithstanding Agent may treat the foregoing, so long registered Holder hereof as the Warrants are evidenced by Global Warrant Certificates deposited with the Depository, ownership of beneficial interests in the Warrants shall be shown on, owner and the transfer of such ownership shall be effected through, records maintained (i) by the Depository or its nominee for each Warrant; (ii) by Participants; or (iii) directly on the book-entry records holder of the Warrant for all purposes, and neither the Company nor the Warrant Agent with respect only shall be affected by any notice to owners the contrary. A party requesting transfer of beneficial interests Warrants must provide any evidence of authority that represent such direct registrationmay be required by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association.

Registration of Transfers. The Warrant Agent shall register the transfer of any portion of a an outstanding Warrant Certificate in the Warrant Register, upon surrender of the Warrant CertificateCertificate representing such Warrant, with the Form of Assignment attached theretothereto properly completed and duly signed, to the Warrant Agent at its address specified office designated for notice set forth such purpose. In connection with any such registration or transfer, a party requesting transfer of Warrants must provide any evidence of authority that may be required by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in Section 14 belowa signature guarantee program approved by the Securities Transfer Association. Upon any such registration or transfer, the Company shall execute and the Warrant Agent shall countersign a new Warrant Certificate substantially in the form attached hereto as Exhibit A (any such new Warrant Certificate, a “New Warrant Certificate”), evidencing the portion of the Warrant Certificate so transferred shall be issued to the transferee and a New Warrant Certificate evidencing the remaining portion of the Warrant Certificate not so transferred, if any, shall be issued to the transferring HolderHolder subject to applicable law. Upon issuance and delivery of the New Warrant CertificateIn connection with a transfer, the Warrant Certificate surrendered to Agent will require a signature guarantee form from an eligible guarantor institution participating in a signature guarantee program approved by the Warrant Agent shall be clearly marked “cancelled” or bear a similar statement to that effectSecurities Transfer Association. The delivery of the New Warrant Certificate by the Warrant Agent Company to the transferee thereof shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of a holder of a Warrant Certificate. Notwithstanding The Warrant Agent shall not be required to effect any registration of transfer or exchange that will result in the foregoingissuance of a Warrant Certificate for a fraction of a Warrant. The Warrant Agent is hereby authorized to countersign and to deliver, so long as in accordance with the Warrants are evidenced by Global terms of this Agreement, the Warrant Certificates deposited with required to be issued pursuant to the Depository, ownership provisions of beneficial interests in the Warrants shall be shown onthis Section 2(d), and the transfer of such ownership shall be effected throughCompany, records maintained (i) whenever requested by the Depository or its nominee for each Warrant; (ii) by Participants; or (iii) directly on the book-entry records of Warrant Agent, will supply the Warrant Agent with respect only to owners Warrant Certificates duly executed on behalf of beneficial interests that represent the Company for such direct registrationpurpose.

Registration of Transfers. The Warrant Agent Company shall register the transfer of any portion of a this Warrant Certificate in the Warrant Register, upon surrender of the Warrant Certificatethis Warrant, with the Form of Assignment attached theretohereto as Appendix A duly completed and signed, to the Warrant Agent Company at its address specified for notice set forth in Section 14 belowherein. Upon any such registration or and transfer, a new Warrant Certificate warrant in substantially in the form attached hereto as Exhibit A of a Warrant (any such new Warrant Certificatewarrant, a “New Warrant Certificate”"NEW WARRANT"), evidencing the portion of the this Warrant Certificate so transferred shall be issued to the transferee and a New Warrant Certificate evidencing the remaining portion of the this Warrant Certificate not so transferred, if any, shall be issued to the transferring Holder. Upon issuance and delivery The acceptance of the New Warrant Certificate, the Warrant Certificate surrendered to the Warrant Agent shall be clearly marked “cancelled” or bear a similar statement to that effect. The delivery of the New Warrant Certificate by the Warrant Agent to the transferee thereof shall be deemed to constitute the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant. The registered Holder of this Warrant, by its acceptance hereof, agrees that it will not sell, transfer or assign or hypothecate this Warrant Certificate. Notwithstanding prior to the foregoing, so long as one hundred eighty (180) days from the Warrants are evidenced by Global Warrant Certificates deposited with the Depository, ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained Effective Date to anyone other than (i) by the Depository an officer or its nominee for each Warrant; partner of such Holder, (ii) by Participants; an officer of either Dawson James Securities, Inc. or Nobxx Xxxernational Investments, Inc., xxx xxxxxxriters of the public offering with respect to which this Warrant has been issued ("UNDERWRITERS") or an officer or partner of any selected dealer in connection with the Company's public offering with respect to which this Warrant has been issued, or (iii) directly any selected dealer. On and after the Commencement Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall immediately transfer this Warrant on the book-entry records books of the Company and shall execute and deliver a new Warrant Agent with respect only of like tenor to owners the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of beneficial interests that represent Warrant Shares purchasable hereunder or such direct registrationportion of such number as shall be contemplated by any such assignment.

Registration of Transfers. The Warrant Agent shall register the transfer of any portion of a Warrant Certificate in the Warrant Register, upon surrender of the Warrant Certificate, with the Form of Assignment attached theretohereto as Exhibit C duly completed and signed, to the Warrant Agent Company at its address specified for notice set forth in Section 14 belowherein. Upon any such registration or transfer, a new Warrant Certificate substantially in the form attached hereto as Exhibit A (any such new Warrant Certificate, a “New Warrant Certificate”), evidencing the portion of the Warrant Certificate so transferred shall be issued to the transferee and a New Warrant Certificate evidencing the remaining portion of the Warrant Certificate not so transferred, if any, shall be issued to the transferring Holder. Upon issuance and delivery of the New Warrant Certificate, the Warrant Certificate surrendered to the Warrant Agent shall be clearly marked “cancelled” or bear a similar statement to that effect. The delivery of the New Warrant Certificate by the Warrant Agent Company to the transferee thereof shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of a holder of a Warrant Certificate. Notwithstanding the foregoingforegoing or any other provision of this Agreement, so long as the Warrants are evidenced by Global Warrant Certificates deposited with the Depository, ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by the Depository or its nominee for each Warrant; (ii) by Participants; or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration.