Common use of Registration of Transfers Clause in Contracts

Registration of Transfers. This Warrant, or any portion of this Warrant, may not be transferred, pledged or otherwise assigned without the prior written consent of the Company, not to be unreasonably withheld. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment, attached hereto as Exhibit C, duly completed and signed, to American Stock Transfer & Trust Company, LLC (the “Transfer Agent”) or the Company at its address specified herein. 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 by such transferee of all of the rights and obligations of a holder of a Warrant.

Appears in 5 contracts

Samples: Global Telecom & Technology, Inc., Global Telecom & Technology, Inc., Global Telecom & Technology, Inc.

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Registration of Transfers. This WarrantWarrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof; provided, or any portion however, that the transferee shall agree in writing to be bound by the terms and subject to the conditions of this Warrant, may not be transferred, pledged or otherwise assigned without Warrant and the prior written consent of the Company, not to be unreasonably withheldPurchase Agreement. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment, Assignment attached hereto as Exhibit C, duly completed and signed, to American Stock the Transfer & Trust Company, LLC (the “Transfer Agent”) Agent or to the Company at its address specified herein. 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 by such transferee of all of the rights and obligations of a holder of a Warrant.

Appears in 5 contracts

Samples: Ace Comm Corp, Ace Comm Corp, Irvine Sensors Corp/De/

Registration of Transfers. This Warrant, or any portion of this Warrant, may not be transferred, pledged or otherwise assigned without Warrant is subject to the prior written consent of transfer restrictions in the Company, not to be unreasonably withheldPurchase Agreement. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment, Assignment attached hereto as Exhibit C, duly completed and signed, to American Stock Transfer & Trust Company, LLC (the “Transfer Agent”) or the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new warrant Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrantWarrant, 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 by such transferee of all of the rights and obligations of a holder of a Warrant.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Emerge Interactive Inc), Securities Purchase Agreement (Emerge Interactive Inc), Emerge Interactive Inc

Registration of Transfers. This Warrant, or any portion of this Warrant, may not be transferred, pledged or otherwise assigned without the prior written consent of the Company, not to be unreasonably withheld. The Company shall register the assignment and transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment, Assignment attached hereto as Exhibit C, duly completed and signed, to American Stock the Transfer & Trust Company, LLC (the “Transfer Agent”) Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrantWarrant, 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 by such transferee of all of the rights and obligations of a holder of an Warrant. Notwithstanding anything herein to the contrary, a WarrantNew Warrant may only be issued to an "accredited investor" as defined in Rule 501(a) under the Securities Act.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Alanco Technologies Inc), Securities Purchase Agreement (Alanco Technologies Inc), Alanco Technologies Inc

Registration of Transfers. This WarrantWarrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof; provided, or any portion however, that the transferee shall agree in writing to be bound by the terms and subject to the conditions of this Warrant, may not be transferred, pledged or otherwise assigned without Warrant and the prior written consent of the Company, not to be unreasonably withheldPurchase Agreement. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment, Assignment attached hereto as Exhibit C, duly completed and signed, to American Stock Transfer & Trust Company, LLC (the “Transfer Agent”) or the Company at its address specified herein. 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 by such transferee of all of the rights and obligations of a holder of a Warrant.

Appears in 2 contracts

Samples: Paradigm Holdings, Inc, Paradigm Holdings, Inc

Registration of Transfers. This WarrantSubject to the Holder’s compliance with any applicable securities laws, or including the Holder providing the Company with an opinion of counsel reasonably acceptable to the Company that the proposed assignment does not violate any portion of this Warrantapplicable securities laws and any other supporting documentation that the Company may reasonably require, may not be transferred, pledged or otherwise assigned without the prior written consent of the Company, not to be unreasonably withheld. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment, attached hereto as Exhibit C, Assignment duly completed and signed, to American Stock Transfer & Trust Company, LLC (the “Transfer Agent”) or the Company at its address specified herein. Upon any such registration or transfer, a new warrant Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrantWarrant, 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 by such transferee of all of the rights and obligations of a holder of a Warrant. The rights of the original Holder under the Registration Rights Agreement shall be transferred with such transfer of Warrant.

Appears in 2 contracts

Samples: Emagin Corp, Emagin Corp

Registration of Transfers. This WarrantSubject to compliance with applicable federal and state securities laws, this Warrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof at any portion time and without restriction; provided, however, that the transferee shall agree in writing to be bound by the terms and subject to the conditions of this Warrant, may not be transferred, pledged or otherwise assigned without the prior written consent of the Company, not to be unreasonably withheld. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment, Assignment attached hereto as Exhibit C, duly completed and signed, to American Stock Transfer & Trust Company, LLC (the “Transfer Agent”) or the Company at its address specified herein. 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 by such transferee of all of the rights and obligations of a holder of a this Warrant.

Appears in 2 contracts

Samples: Emcore Corp, Clearone Inc

Registration of Transfers. This Warrant, or any portion of this Warrant, may not be transferred, pledged or otherwise assigned without the prior written consent of the Company, not to be unreasonably withheld. The Company shall register the transfer of any portion of this Additional Warrant in the Warrant Register, upon surrender of this Additional Warrant, with the Form of Assignment, Assignment attached hereto as Exhibit C, duly completed and signedsigned by the Holder, to American Stock the Transfer & Trust Company, LLC (the “Transfer Agent”) Agent or to the Company at its address specified herein, provided that any such assignment shall be pursuant to a Qualified Transfer. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Additional Warrant (any such new warrant, a “New Warrant”"NEW ADDITIONAL WARRANT"), evidencing the portion of this Additional Warrant so transferred shall be issued to the transferee and a New Additional Warrant evidencing the remaining portion of this Additional Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Additional Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a an Additional Warrant.

Appears in 1 contract

Samples: Aspen Technology Inc /De/

Registration of Transfers. This Warrant, or any portion of this Warrant, may not be transferred, pledged or otherwise assigned without the prior written consent of the Company, not to be unreasonably withheld. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment, Assignment attached hereto as Exhibit C, Appendix A duly completed and signed, to American Stock Transfer & Trust Company, LLC (the “Transfer Agent”) or the Company at its address specified herein. Upon any such registration or and transfer, a new warrant to purchase Common Stock, in substantially the form of this a 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. Each new warrant evidencing the Warrant so transferred shall bear the appropriate restrictive legend set forth in Section 4(k)(ii) of the Purchase Agreement. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant, and such transferee shall be subject to the terms and conditions of the Purchase Agreement, including, without limitation, the restrictions on transfer set forth in Section 4(l) of the Purchase Agreement.

Appears in 1 contract

Samples: Vocaltec Communications LTD

Registration of Transfers. This Warrant, or any portion of this Warrant, may not be transferred, pledged or otherwise assigned without the prior written consent of the Company, not to be unreasonably withheld. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment, Assignment attached hereto as Exhibit C, duly completed and signed, to American Stock Transfer & Trust Company, LLC (the “Transfer Agent”) or the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new warrant Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrantWarrant, a “New Warrant”"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 by such transferee of all of the rights and obligations of a holder of a Warrant.

Appears in 1 contract

Samples: Verso Technologies Inc

Registration of Transfers. This Warrant, or any portion of this Warrant, may not be transferred, pledged or otherwise assigned without the prior written consent of the Company, not to be unreasonably withheld. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment, Assignment attached hereto as Exhibit C, duly completed and signed, to American Stock Transfer & Trust Company, LLC (the “Transfer Agent”) or the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new warrant Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrantWarrant, 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 by such transferee of all of the rights and obligations of a holder of a Warrant.

Appears in 1 contract

Samples: Emerge Interactive Inc

Registration of Transfers. This WarrantWarrant shall not be sold or transferred unless the applicable Warrant certificate is surrendered for transfer to the Company properly endorsed, or any portion accompanied by a Form of this WarrantAssignment (attached hereto) duly completed and executed, together with an opinion of counsel reasonably acceptable to the Company to the effect that such transfer may not be transferredoccur without registration under the Securities Act, pledged or otherwise assigned without at which time the prior written consent of the Company, not to be unreasonably withheld. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment, attached hereto as Exhibit C, duly completed and signed, to American Stock Transfer & Trust Company, LLC (the “Transfer Agent”) or the Company at its address specified herein. 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 by such transferee of all of the rights and obligations of a holder of a Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Photomedex Inc)

Registration of Transfers. This WarrantWarrant and all rights hereunder are transferable, in whole or any portion in part, upon surrender of this Warrant, may not be transferred, pledged or otherwise assigned without the prior written consent Warrant and delivery of the Companycompleted and executed Asssignment, not to be unreasonably withheldin the form attached hereto as Exhibit B (the “Assignment”). The Company shall register the transfer of any portion of this Warrant in the Warrant Register, Register upon surrender of this Warrant, with the Form of Assignment, attached hereto as Exhibit C, Assignment duly completed and signed, to American Stock Transfer & Trust Company, LLC (the “Transfer Agent”) or the Company at its address specified herein. As a condition to the transfer, the Company may request a legal opinion as contemplated by the legend. Upon any such registration or transfer, a new warrant New Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrantWarrant, 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 by such transferee of all of the rights and obligations of a holder of a Warrant.

Appears in 1 contract

Samples: Aspen Group, Inc.

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Registration of Transfers. This Warrant, or any portion of this Warrant, may not be transferred, pledged or otherwise assigned without the prior written consent of the Company, not to be unreasonably withheld. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment, Assignment attached hereto as Exhibit C, duly completed and signedsigned (together with, at the option of the Company, a legal opinion of counsel to the transferring Holder that the transfer is exempt from, or not subject to, the registration requirements of the Securities Act, the substance of which opinion shall be reasonably acceptable to the Company), to American Stock Transfer & Trust Company, LLC (the “Transfer Agent”) or the Company at its address specified herein. Upon any such registration or transfer, a new warrant Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrantWarrant, 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 by such transferee of all of the rights and obligations of a holder of a Warrant.

Appears in 1 contract

Samples: Simtek Corp

Registration of Transfers. This Warrant, or any portion of Subject to the Holder's appropriate compliance with the restrictive legend on this Warrant, may not be transferred, pledged or otherwise assigned without the prior written consent of the Company, not to be unreasonably withheld. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment, Assignment attached hereto as Exhibit C, duly completed and signed, to American Stock Transfer & Trust Company, LLC (the “Transfer Agent”) or the Company at its address specified herein. Upon any such registration or transfer, a new warrant Warrant to purchase Common Stock, in _________________ (1) The number of shares of Common Stock equal to 55% of the quotient obtained by dividing the Investment Amount of such Purchaser by $0.425. substantially the form of this Warrant (any such new warrantWarrant, a “New Warrant”"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 by such transferee of all of the rights and obligations of a holder of a Warrant.

Appears in 1 contract

Samples: Microislet Inc

Registration of Transfers. This Warrant, or any portion of this Warrant, may not be transferred, pledged or otherwise assigned without Subject to the prior written consent Holder’s appropriate compliance with Section 5 of the CompanySecurities Act and Section 4.1 of the Purchase Agreement, not to be unreasonably withheld. The the Company shall 1 The number of shares of Common Stock equal to 40% of the quotient obtained by dividing the Investment Amount of such Purchaser by the Per Unit Purchase Price. register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment, Assignment attached hereto as Exhibit C, duly completed and signed, to American Stock Transfer & Trust Company, LLC (the “Transfer Agent”) or the Company at its address specified herein. Upon any such registration or transfer, a new warrant Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrantWarrant, 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 by such transferee of all of the rights and obligations of a holder of a Warrant.

Appears in 1 contract

Samples: American Technology Corp /De/

Registration of Transfers. This WarrantWarrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof; provided, or any portion however, that the transferee shall agree in writing to be bound by the terms and subject to the conditions of this Warrant, may not be transferred, pledged or otherwise assigned without the prior written consent of the Company, not to be unreasonably withheld. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment, Assignment attached hereto as Exhibit C, duly completed and signed, to American Stock Transfer & Trust Company, LLC (the “Transfer Agent”) or the Company at its address specified herein. 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 by such transferee of all of the rights and obligations of a holder of a Warrant. The Company shall prepare, issue and deliver at its own expense any New Warrant under this Section 3.

Appears in 1 contract

Samples: Boxlight Corp

Registration of Transfers. This Warrant, or any portion of this Warrant, may not be transferred, pledged or otherwise assigned without the prior written consent of the Company, not to be unreasonably withheld. The Company shall register the transfer of any portion of this Redeemable Warrant in the Redeemable Warrant Register, upon surrender of this Redeemable Warrant, with the Form of Assignment, Assignment attached hereto as Exhibit C, duly completed and signed, to American Stock the Transfer & Trust Company, LLC (the “Transfer Agent”) Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant Redeemable Warrant to purchase Common Stock, in substantially the form of this Redeemable Warrant (any such new warrantRedeemable Warrant, a “New Redeemable Warrant”), evidencing the portion of this Redeemable Warrant so transferred shall be issued to the transferee and a New Redeemable Warrant evidencing the remaining portion of this Redeemable Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Redeemable Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Redeemable Warrant.

Appears in 1 contract

Samples: Idaho North Resources Corp.

Registration of Transfers. This WarrantWarrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof; provided, or any portion however, that the transferee shall agree in writing to be bound by the terms and subject to the conditions of this WarrantWarrant and the Purchase Agreement. Subject to compliance with applicable securities laws, may not be transferred, pledged or otherwise assigned without the prior written consent of the Company, not to be unreasonably withheld. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment, Assignment attached hereto as Exhibit C, duly completed and signed, to American Stock the Transfer & Trust Company, LLC (the “Transfer Agent”) Agent or to the Company at its address specified herein. 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 by such transferee of all of the rights and obligations of a holder of a Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Internet Commerce Corp)

Registration of Transfers. This WarrantWarrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof; provided, or any portion however, that the transferee shall agree in writing to be bound by the terms and subject to the conditions of this WarrantWarrant and the Securities Exchange Agreement. Subject to compliance with applicable securities laws, may not be transferred, pledged or otherwise assigned without the prior written consent of the Company, not to be unreasonably withheld. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment, Assignment attached hereto as Exhibit C, duly completed and signed, to American Stock the Transfer & Trust Company, LLC (the “Transfer Agent”) Agent or to the Company at its address specified herein. 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 by such transferee of all of the rights and obligations of a holder of a Warrant.

Appears in 1 contract

Samples: Easylink Services International Corp

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