Restrictions on Transfer of Warrant. This Warrant and the Holder’s rights hereunder may not be transferred, assigned or subjected to a pledge or security interest without the prior written consent of the Company and unless transferred by surrender of this Warrant with a properly executed Assignment (in the form of Exhibit B hereto) at the principal office of the Company. If the Company determines that the proposed assignment is permitted pursuant to the provisions hereof and the requirements of applicable securities law, the Company will register the assignment of this Warrant in accordance with the information contained in the Assignment and will, without charge, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees named in such assignment instrument and this Warrant will promptly be cancelled. Conditions to the transfer of this Warrant or any portion thereof will be that (i) the Holder must deliver to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer will not be in violation of the Act or of any applicable state law and that (ii) the proposed transferee deliver to the Company his, her or its written agreement to accept and be bound by all of the terms and conditions of this Warrant. The date the Company initially issues this Warrant will be deemed to be the “Date of Issuance” of this Warrant regardless of the number of times new certificates representing the unexpired and unexercised rights formerly represented by this Warrant are issued. The Holder acknowledges that this Warrant has not been registered under the Act, and, except in the limited instance described in Section 6(a) above, agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Common Stock issued upon its exercise in the absence of (i) an effective registration statement as to this Warrant or such Common Stock under the Act, or (ii) an opinion of counsel for Company to the effect that such registration is not, under the circumstances, required.
Restrictions on Transfer of Warrant. For the one-year period after the Issue Date the Holder may not sell, assign pledge, hypothecate or otherwise transfer any rights under this Warrant to anyone other than any successor to the business of Holder or any transferee who receives this Warrant by operation of law as a result of the death or dissolution of any Holder.
Restrictions on Transfer of Warrant. This Warrant may not be transferred or assigned in whole or in part, except that the Warrant may be transferred in whole or in part to an employee, affiliate or person controlling or controlled by or under the common control with the original Holder or by operation of law as the result of the death or divorce of any transferee to whom the Warrants may have been transferred.
Restrictions on Transfer of Warrant. Subject to compliance with any applicable securities laws and the provisions of Section 4.1 of the Purchase Agreement, Holder may transfer or assign this Warrant in whole or in part
Restrictions on Transfer of Warrant. (a) This Warrant is not transferable directly or indirectly, in whole or in part, except in the case of any transfer that is in compliance with applicable U.S. federal and state securities laws, including the Securities Act. Any transfers of this Warrant will be without charge to the Holder except that any securities transfer taxes due on transfer of this Warrant will be paid by the Holder.
Restrictions on Transfer of Warrant a) This Warrant has been acquired for investment purposes and not with a view to distribution or resale and no transfer, sale, assignment, pledge, hypothecation or other disposition of this Warrant or any interest therein may be made except (a) in compliance with applicable Blue Sky Laws or (b) the Company has been furnished with an opinion of legal counsel for the warrant holder or any transferee, which opinion and counsel shall be reasonably satisfactory to the Company, confirming the availability of an exemption under applicable Blue Sky laws in connection with the exercise of such warrant for cash by the transferee, and assurances that such exercise will be made only in compliance with the conditions of any such exemption. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act and in compliance with all applicable State Blue Sky laws.
Restrictions on Transfer of Warrant. (a) This Warrant has not been registered under the Securities Act of 1933, as amended, (the "Act"), or any state or other securities laws, and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the Warrant Shares. Neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be offered, sold, transferred, pledged, encumbered, hypothecated or otherwise disposed of in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel, which shall be in form, scope and substance satisfactory to the Company, that registration is not required under the Act or under any applicable state or other securities laws.
Restrictions on Transfer of Warrant. The Holder may sell, assign, transfer, or hypothecate this Warrant without prior written permission from DCSS.
Restrictions on Transfer of Warrant. Without PRAECIS' prior written consent, neither Purchaser nor any of its Affiliates will, directly or indirectly, sell, transfer, pledge or otherwise dispose of the Warrant, or any interest therein, except to an Affiliate of Purchaser (which, for purposes of this Section 4.1 only, shall include any corporation or other business organization to which Purchaser shall sell all or substantially all of its assets or with which it shall be merged or to any third party which acquires all (but not less than all) of the Shares from Purchaser in a transaction permitted under the terms hereof) so long as such Affiliate has agreed in writing with PRAECIS to be bound by this Agreement and the terms of the Warrant applicable to the Purchaser.
Restrictions on Transfer of Warrant. Except as provided in Section 6(c), this Warrant is not transferable, whether by sale, pledge or other disposition, voluntarily or by operation of law or otherwise without the prior written consent of the Company, which consent will not be unreasonably withheld. Any transfer in violation hereof shall be null and void and of no force and effect.
