Common use of Transfer and Exchange of Note Clause in Contracts

Transfer and Exchange of Note. Upon surrender of the Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of the Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company's expense (except as provided below), a new Note (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such person as such holder may request and shall be substantially in the form of Exhibit A. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company shall not be required to register or otherwise recognize any transfer that purports to be for less than the entire unpaid principal amount of the Note. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be required to make in writing the representations set forth in Sections 4.2 through 4.8. Notwithstanding any provision of this Agreement to the contrary, the Company may refuse to register the transfer of the Note to any person that is not an "accredited investor" as defined in Rule 501 of Regulation D.

Appears in 2 contracts

Samples: Note Purchase Agreement (Neoprobe Corp), Note Purchase Agreement (Neoprobe Corp)

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Transfer and Exchange of Note. Upon surrender of the Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of the such Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company's ’s expense (except as provided below), a one or more new Note Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such person Person as such holder may request and shall be substantially in the form of Exhibit A. request. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Note. No Note shall not be required to register or otherwise recognize any transfer that purports to be for transferred in denominations of less than $5,000,000, provided that if necessary to enable the registration of transfer by a holder of its entire unpaid principal amount holding of the Note, one Note may be in a denomination of less than $5,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be required deemed to make in writing have made the representations representation set forth in Sections 4.2 through 4.8Section 6.1. Notwithstanding any provision of this Agreement to If the contraryNote initially issued hereunder is transferred in part, the Company may refuse to register the transfer of rather than in whole, each reference herein or in the Note to any person that is not an "accredited investor" the “holder of the Note” or like reference shall be deemed to be a reference to the “holders of the Notes” or a similar reference, as defined in Rule 501 of Regulation D.appropriate.

Appears in 1 contract

Samples: Note Purchase Agreement (Oscient Pharmaceuticals Corp)

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Transfer and Exchange of Note. Upon surrender of the Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of Holder or the Note or his Holder’s attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company's ’s expense (except as provided below), a new Note (as requested by the holder Holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such person Person as such holder Holder may request and shall be substantially in the form of Exhibit A. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company shall not be required to register or otherwise recognize any transfer that purports to be for less than the entire unpaid principal amount of the Note. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be required to make in writing the representations set forth in Sections 4.2 through 4.8, and shall be bound by the provisions of this Agreement to the same extent as if the transferee were originally a party to this Agreement. Notwithstanding any provision of this Agreement to the contrary, the Company may refuse to register the transfer of the Note to any person Person that is not an "accredited investor" as defined in Rule 501 of Regulation D.

Appears in 1 contract

Samples: Note Purchase Agreement (Neoprobe Corp)

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