Registration; Transfer. (a) The Registrar shall maintain a Register in which it shall register the names, addresses and taxpayer identification numbers of the Holders of the Notes and shall register the transfer of Notes.
(b) Upon surrender for registration of transfer of any Note to the Registrar or any Transfer Agent, the Issuer shall execute, and the Issuing and Paying Agent shall complete, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, of any Authorized Denominations and having identical terms and provisions of such surrendered Note and for a like aggregate principal amount.
(c) At the option of the Holder of a Certificated Note, Certificated Notes may be exchanged for other Certificated Notes of any Authorized Denominations and having identical terms and provisions and for a like aggregate principal amount, upon surrender of the Notes to be exchanged to the Registrar or any Transfer Agent. Whenever any Certificated Notes are so surrendered for exchange, the Issuer shall execute, and the Issuing and Paying Agent shall complete, authenticate and deliver, the Certificated Notes which the Holder of the Certificated Note making the exchange is entitled to receive.
(d) Each new Note issued upon presentment of any Note for registration of transfer or exchange shall be issued as of the date of its authentication. Except as provided herein or in the applicable Pricing Supplement and Note, owners of beneficial interests in a Global Note will not receive or be entitled to receive physical delivery of Certificated Notes and will not be considered the owners or Holders thereof under this Agreement.
(e) Notwithstanding the foregoing, neither the Registrar or any Transfer Agent shall register the transfer of or exchange (i) any Note that has been called for redemption in whole or in part, except the unredeemed portion of Notes being redeemed in part, (ii) any Note during the period beginning at the opening of business 15 days before the mailing of a notice of such redemption and ending at the close of business on the date of such mailing, or (iii) any Global Note in violation of the legend contained on the face of such Global Note.
(f) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits as the Notes surrendered upon such registration of transfer or exchange.
(g) Every Note presented or surrendered for regist...
Registration; Transfer. If during the Term that Oculus and its Affiliates own greater than 19.9% of the issued and outstanding Common Stock and upon the expiration of the second Oculus Transfer Period, Oculus has received less than $3,800,000 in net proceeds from Transfers of the Ruthigen Shares, Oculus may make a one-time demand to Ruthigen to register and Transfer the Ruthigen Shares in an aggregate amount up to $3,800,000 minus the net proceeds received by Oculus at the time of such demand (the “Registration Transfer Request”). Oculus and Ruthigen shall cooperate and communicate in a manner to enable Ruthigen to deliver such amount of registered and freely tradable Ruthigen Shares within three days following a Transfer under this Section 2.2(d). The period of time commencing on the date of the Registration Transfer Request and continuing through the date of a Transfer completed under this Section 2.2(d) shall be the “Registration Transfer Period.” A Transfer completed pursuant to Section 2.2(d) must meet the following requirements, unless the Consent is provided otherwise:
1. The Ruthigen Shares may be sold at a discount, if necessary, that, relative to the most recent closing price of the Common Stock prior to the pricing of the Transfer, does not exceed 30%.
2. The expense allocation provisions set forth in Section 2.2(c)(3) shall apply with equal force to this Section 2.2(d).
3. Oculus may engage investment bankers or other professionals performing similar functions to assist with a Transfer. In connection with such engagement, Oculus may agree to a “tail period” that exceeds the time of the Registration Transfer Period; provided, however, that any Transfers outside of the Registration Transfer Period are subject to the Consent.
4. The terms of a Transfer may not include any additional compensation payable by Ruthigen in equity or cash to any transferee.
Registration; Transfer. With regard to the Transfer of the Registrations in the countries in the Territory where required, AbbVie and Kadmon shall execute, and cause their respective Affiliates to execute any and all documents necessary or reasonably desirable to ensure the orderly Transfer of such Registration in the applicable country. If AbbVie determines that the issuance of a new Registration with respect to any Product in any country in the Territory (each, a “New Registration”) will be more expeditious (or if the assignment of such a Registration is impermissible under Applicable Law and AbbVie is required to obtain a New Registration), Kadmon shall, and shall cause its Affiliates to, cooperate with AbbVie, and AbbVie shall execute and submit the necessary application materials to the applicable Governmental Authority to effect the issuance of such New Registration in the name of AbbVie or its Affiliate or its permitted designee. Any costs associated with any studies carried out in connection with a New Registration shall be borne by AbbVie.
Registration; Transfer. Maker shall maintain at its principal office a register of the Secured Investment Notes issued under the terms of the Loan Agreement. Maker shall provide for the registration of this Note and of any permitted transfers of this Note. The Maker will serve as the Registrar for the purpose of registering this Note and recording transfers of this Note as herein provided. The Holder understands that: (i) the securities laws impose substantial restrictions upon the transfer of any interest in this Note, and (ii) Maker is not obligated to register this Note under the securities laws or otherwise take any action to facilitate or make possible any transfer of any interest in this Note. Neither this Note nor any interest in this Note shall be sold, conveyed or otherwise transferred, pledged or otherwise encumbered, except as provided for herein or pursuant to the laws of descent and distribution or by will.
Registration; Transfer. Shares of the Series A Preferred Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be resold, pledged or otherwise transferred prior to the date when they may be resold pursuant to Rule 144 under the Securities Act other than (i) to the Company, (ii) pursuant to an exemption from registration under the Securities Act or (iii) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. Until such time as it is no longer required pursuant to the Securities Act, certificates evidencing the Series A Preferred Stock shall contain a legend (the "Restricted Shares Legend") evidencing the foregoing restrictions in substantially the form set forth on the form of Series A Preferred Stock attached hereto as Exhibit A.
Registration; Transfer. 28 SECTION 16. Persons Deemed Owners..................................................................... 30 SECTION 17. Mutilated, Lost, Stolen or Destroyed Notes........................................................................................ 30 SECTION 18. Return of Unclaimed Funds................................................................. 31
Registration; Transfer. With regard to the Transfer of the Registrations, Coeptis and Xxxxxxx shall execute, and cause their respective Affiliates to execute any and all documents necessary or reasonably desirable to ensure the orderly Transfer of such Registrations. If Coeptis determines that the issuance of a new Registration with respect to any Product (each, a “New Registration”) will be more expeditious (or if the assignment of such a Registration is impermissible under Applicable Law and Coeptis is required to obtain a New Registration), Deverra shall, and shall cause its Affiliates to, cooperate with Coeptis at Coeptis’ sole cost and expense, and Coeptis shall execute and submit the necessary application materials to the applicable Governmental Authority to effect the issuance of such New Registration in the name of Coeptis or its Affiliate or its permitted designee.
Registration; Transfer. Exchange, Persons Deemed ------------------------------------------------ Owners. ------
Registration; Transfer. Exchange and Replacement of Securities. Reference is hereby made to sections 17 and 18 of the Securities Purchase Agreements for certain provisions relating to the registration, transfer, exchange and replacement of the Warrants and Warrant Shares. To transfer this Warrant, the holder shall deliver to the Holding Company a Notice of Assignment (substantially in the form of Exhibit 3.1 attached hereto) duly executed by the holder hereof (or its attorney) specifying that this Warrant (or any portion hereof) is to be transferred to the Person(s) named therein.
Registration; Transfer. (a) The Company shall maintain a register (the “Register”) for registering the record ownership of the Warrants by the Holders and transfers of the Warrants. Each Warrant will be registered in the name of the Holder thereof or its nominee.
(b) A Holder may transfer Warrants to another Person by presenting written notice thereof to the Company stating the name of the transferee, accompanied by any certification, opinion or other document required by this Warrant Certificate or as may be reasonably requested by the Company. The Company will promptly register any transfer that meets the requirements of this Section 3.06 by noting the same in the Register. No service charge will be imposed in connection with any transfer of any Warrant, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.
(c) Subject to compliance with Section 3.07(b), if a Warrant is transferred for another Warrant, the Company will (i) cancel the Warrant being transferred, (ii) deliver one or more new Warrants which (in the aggregate) reflect the number of Warrants equal to the number of Warrants being transferred to the transferee, registered in the name of such transferee, and (iii) if such transfer involves less than the entire amount of the canceled Warrant, deliver to the Holder thereof one or more Warrants which (in the aggregate) reflect the amount of the untransferred portion of the canceled Warrant, registered in the name of the Holder thereof.
