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ASSIGNMENT AND TRANSFER SIGNATURE LINES FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises.
Transfer/Assignment (A) Subject to compliance with clause (B) of this Section 7, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 7 shall be paid by the Company. (B) The transfer of the Warrant and the Shares issued upon exercise of the Warrant are subject to the restrictions set forth in Section 4.4 of the Purchase Agreement. If and for so long as required by the Purchase Agreement, this Warrant shall contain the legends as set forth in Section 4.2(a) of the Purchase Agreement.
Transfer Agreement Exhibit B, Transfer Agreement, between the Bureau, CONTRACTOR, and the Florida Department of Corrections (the FDC) which establishes guidelines for transfer of inmates between the Bay Correctional Facility and facilities operated by the FDC.
Consent to Transfer (1) If the Land sold is leasehold, this contract is subject to any necessary consent to the transfer of the lease to the Buyer being obtained by the Settlement Date. (2) The Seller must apply for the consent required as soon as possible. (3) The Buyer must do everything reasonably required to help obtain this consent.
Agreement to Subscribe Purchase Price (i) SELLER and BUYER are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission under the Securities Act; and (ii) BUYER hereby subscribes for Three Hundred (300) Preferred Shares, at a purchase price of One Thousand Dollars ($1,000) U.S. per share, convertible into Common Shares in accordance with the terms set forth in the Certificate of Designation attached as Exhibit A to this Agreement, for an aggregate purchase price of Three Hundred Thousand Dollars ($300,000) payable in United States Dollars at the Closing, as defined in Paragraph 5 hereof. (iii) BUYER shall pay the purchase price by delivering same day funds in United States Dollars to an escrow agent or as otherwise agreed between the parties, to be delivered to the order of SELLER upon delivery of the Shares. (iv) BUYER shall receive from SELLER at Closing, for no additional consideration, a number of three-year warrants ("Warrant" or "Warrants") to purchase one Common Share for every four Common Shares that BUYER would have received had BUYER converted the Preferred Shares at Closing (the "Warrant Shares"; the Common Shares and the Warrant Shares are sometimes hereinafter collectively referred to as the "Shares"). The Warrants shall have a strike price of $2.00 per share, and shall be exercisable as set forth in the form of Common Stock Purchase Warrant Certificate attached as Exhibit B to this Agreement.