Restrictions Upon Transfer and Removal of Legend. (a) The Company need not register a transfer of this Warrant or Warrant Shares bearing the restrictive legend set forth in Section 8 hereof, unless the conditions specified in such legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of the Warrant Shares, unless one of the conditions specified in the legend referred to in Section 8 hereof is satisfied.
(b) Notwithstanding the provisions of paragraph (a) above, no opinion of counsel shall be necessary for a transfer without consideration by any holder (i) if such holder is a partnership, to a partner or retired partner of such partnership who retires after the date hereof or to the estate of any such partner or retired partner, or (ii) if such holder is a corporation, to a shareholder of such corporation, or to any other corporation under common control, direct or indirect, with such holder.
Restrictions Upon Transfer and Removal of Legend. (a) The Company need not register a transfer of this Warrant or the Warrant Shares bearing the restrictive legend set forth in Section 10 hereof, unless the conditions specified in such legend are satisfied and the transferees provide the Company with written representations required pursuant to the Act for such transfer and such transferees agree to be bound by the terms and conditions of this Warrant. The Company may also instruct its transfer agent not to register the transfer of the shares of Warrant Shares unless the conditions set forth in the previous sentence are satisfied. In no event shall the Holder, its Permitted Transferees or any of its Co-lenders transfer this Warrant to a competitor of the Company that operates in the same field of business as the Company. Any transfer of the Warrant Shares is subject to the Company's Certificate of Incorporation.
(b) Notwithstanding the provisions of paragraph (a) above and subject to the Certificate of Incorporation of the Company then in effect with respect to the Warrant Shares, no opinion of counsel or "no-action" letter or approval of the Company or its shareholders or requirement or approval from any other third party shall be necessary for a transfer of this Warrant, or any part thereof, or of the Warrant Shares, without consideration to: (i) any Permitted Transferee of the Holder, or (ii) any other Co-lender, provided that any such Permitted Transferee or Co-lender shall have executed an irrevocable proxy to the Holder, in the same form attached to that certain Loan Agreement between the Company, the Holder and other, dated June 4, 2002
(c) All transfers of this Warrant shall be accompanied by an executed warrant transfer deed in the form of transfer, under which the transferee undertakes to be bound by all obligations of the Holder under this Warrant. The form of the deed of transfer and the Proxy attached hereto as Exhibit B.
Restrictions Upon Transfer and Removal of Legend. (a) The Company need not register a transfer of Shares bearing the restrictive legend set forth in Section 8 hereof, unless the conditions specified in such legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of the Shares, unless one of the conditions specified in the legend referred to in Section 8 hereof is satisfied.
(b) Notwithstanding the provisions of paragraph (a) above, no opinion of counsel or "no-action" letter shall be necessary for a transfer without consideration by any holder (i) to an affiliate of the holder, (ii) if such holder is a partnership, to a partner or retired partner of such partnership who retires after the date hereof or to the estate of any such partner or retired partner, (iii) if such holder is a corporation, to a shareholder of such corporation, or to any other corporation under common control, direct or indirect, with such holder, or (iv) by gift, will or intestate succession of any individual holder to his spouse or siblings, or to the lineal descendants or ancestors of such holder or his spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original holder hereunder.
Restrictions Upon Transfer and Removal of Legend. The Company need not register a transfer of this Warrant or shares of Common Stock issued on exercise of this Warrant bearing the restrictive legend set forth in Section 9 hereof, unless the conditions specified in such legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of the Shares unless one of the conditions specified in the legend referred to in Section 9 hereof is satisfied.
Restrictions Upon Transfer and Removal of Legend. (a) The Company need not register a transfer of this Warrant or shares of Designated Preferred Stock issued on exercise of this Warrant bearing the restrictive legend set forth in Section 9 hereof, unless the conditions specified in such legend are satisfied and, at the discretion of the Company, the Company has received such representations from the transferee as the Company deems necessary to ensure compliance with applicable securities laws. The Company may also instruct its transfer agent not to register the transfer of the Shares unless one of the conditions specified in the legend referred to in Section 9 hereof is satisfied.
(b) Notwithstanding the provisions of paragraph (a) above, no opinion of counsel or "no-action" letter shall be necessary for a transfer without consideration by any holder (i) to an affiliate of the holder, (ii) if such holder is a partnership, to a partner or retired partner of such partnership who retires after the date hereof or to the estate of any such partner or retired partner, (iii) if such holder is a corporation, to a shareholder of such corporation, or to any other corporation under common control, direct or indirect, with such holder, or (iv) by gift, will or intestate succession of any individual holder to his spouse or siblings, or to the lineal descendants or ancestors of such holder or his spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original holder hereunder.
Restrictions Upon Transfer and Removal of Legend. (a) This Warrant is not transferrable except in compliance with applicable securities law. The Company need not register a transfer of Shares bearing the restrictive legend set forth in Section 7 hereof, unless the conditions specified in such legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of the Shares, unless one of the conditions specified in the legend referred to in Section 7 hereof is satisfied.
(b) Notwithstanding the provisions of paragraph (a) above, no opinion of counsel or "no-action" letter shall be necessary for a transfer without consideration by any holder (i) to an affiliate of the holder, (ii) if such holder is a partnership, to a partner or retired partner of such partnership who retires after the date hereof or to the estate of any such partner or retired partner, (iii) if such holder is a corporation, to a shareholder of such corporation, or (iv) by gift, will, or intestate succession of any individual holder to his spouse or siblings, or to the lineal descendants or ancestors of such holder or his spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original holder hereunder.
Restrictions Upon Transfer and Removal of Legend a. This Option is not transferable or assignable except by will or by the laws of descent and distribution or pursuant to a valid domestic relations order. Except as set forth in the preceding sentence, during the Holder’s lifetime, only the Holder can exercise this Option.
b. The Company need not register a transfer of this Option or Shares bearing the restrictive legend set forth in Section 9 hereof, unless the conditions specified in such legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of the Shares, unless one of the conditions specified in the legend referred to in Section 9 hereof is satisfied.
Restrictions Upon Transfer and Removal of Legend. (a) The Company need not register a transfer of this Option or Shares bearing the restrictive legend set forth in Section 5 hereof, unless the conditions specified in such legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of the Shares, unless one of the conditions specified in the legend referred to in Section 5 hereof is satisfied.
(b) Notwithstanding the provisions of paragraph (a) above, no opinion of counsel shall be necessary for a transfer without consideration by any holder (i) if such holder is a partnership, to a partner or retired partner of such partnership who retires after the date hereof or to the estate of any such partner or retired partner, or (ii) if such holder is a corporation, to a shareholder of such corporation, or to any other corporation under common control, direct or indirect, with such holder.
(c) The holder agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise transfer or dispose of any shares of Common Stock (or other securities) of the Company held by such holder during a period of time determined by the Company and its underwriters (not to exceed 180 days in the event of the Company's initial public offering and 90 days in the event of any other public offering) following the effective date of a registration statement of the Company filed under the Securities Act, as amended. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said period.
Restrictions Upon Transfer and Removal of Legend. (a) The Company need not register a transfer of this Warrant or Warrant Shares bearing the restrictive legend set forth in Section 6 of this Warrant unless the conditions specified in that legend are satisfied. The Company can also instruct its transfer agent not to register the transfer of the Warrant Shares, unless one of the conditions specified in the legend referred to in Section 6 of this Warrant is satisfied.
(b) Notwithstanding the provisions of subsection (a) above, the Company must register a transfer of this Warrant or Warrant Shares without consideration by the Holder (i) to an affiliate of the Holder, (ii) if the Holder is a partnership or a limited liability company, to any current and former constituent partners, members and shareholders, (iii) if the Holder is a corporation, to a shareholder of such corporation, or to any other corporation under common control, direct or indirect, with the Holder, or (iv) if the Holder is an individual, by gift, will or intestate succession to (A) a transferee or assignee who is a spouse, lineal descendant, father, mother, brother or sister (each, a "Family Member") of the Holder or (B) to a trust, the beneficiaries of which are exclusively the Holder and/or Family Members, provided, in each case, that: (y) the Company is, within a reasonable time after that transfer, furnished with written notice of the name and address of that transferee or assignee and the number of Warrant Shares under this Warrant that are being assigned; and (z) that transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Warrant to the same extent as if that transferee were the original Holder of this Warrant.
Restrictions Upon Transfer and Removal of Legend. Subject to the provisions of the Rights Agreement referenced in Section 10, below:
9.1 The Company need not register a transfer of Shares bearing the restrictive legend set forth in Section 8 hereof, unless the conditions specified in such legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of the Shares, unless one of the conditions specified in the legend referred to in Section 8 hereof is satisfied.
9.2 In order to effect any transfer of all or a portion of this Warrant or the Shares, the transferor shall deliver a completed and duly executed Notice of Transfer (attached hereto as Attachment 3).
