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Common use of Transfer/Assignment Clause in Contracts

Transfer/Assignment. (i) This Warrant may only be transferred to an Affiliate of Amazon. The Warrant Shares may only be transferred in accordance with the terms of the Stockholders Agreement. Subject to compliance with the first two sentences of this Section 8, the legend as set forth on the cover page of this Warrant and the terms of the Stockholders Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Corporation by the registered holder hereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Corporation, 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 Corporation described in Section 3. If the transferring holder does not transfer the entirety of its rights to purchase all Warrant Shares hereunder, such holder shall be entitled to receive from the Corporation a new Warrant in substantially identical form for the purchase of that number of Warrant Shares as to which the right to purchase was not transferred. 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 8 shall be paid by the Corporation, other than the costs and expenses of counsel or any other advisor to the Warrantholder and its transferee. (ii) If and for so long as required by the Investment Agreement, this Warrant Certificate shall contain a legend as set forth in Section 4.2 of the Investment Agreement.

Appears in 2 contracts

Samples: Investment Agreement (Air Transport Services Group, Inc.), Warrant to Purchase Common Stock (Air Transport Services Group, Inc.)

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Transfer/Assignment. (i) This With respect to the Investors, this Warrant may only be transferred to an Affiliate of Amazon. The and the Warrant Shares may only be transferred in accordance with the terms of the Stockholders Shareholders Agreement. Subject to compliance with the first two sentences sentence of this Section 8, the legend as set forth on the cover page of this Warrant and and, in the case of the Investors, the terms of the Stockholders Shareholders Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Corporation by the registered holder hereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Corporation, 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 Corporation described in Section 3. If the transferring holder does not transfer the entirety of its rights to purchase all Warrant Shares hereunder, such holder shall will be entitled to receive from the Corporation a new Warrant in substantially identical form for the purchase of that number of Warrant Shares as to which the right to purchase was not transferred. 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 8 shall be paid by the Corporation, other than the costs and expenses of counsel or any other advisor to the Warrantholder and its transferee. (ii) Notwithstanding the foregoing, with respect to the Investors, this Warrant and the Warrant Shares issued upon exercise of this Warrant shall be subject to the applicable restrictions as set forth in Section 2.1 of the Shareholders Agreement. (iii) If and for so long as required by the Investment Framework Agreement, this Warrant Certificate shall contain a legend as set forth in Section 4.2 4.3 of the Investment Framework Agreement.

Appears in 2 contracts

Samples: Framework Agreement (Walgreen Co), Framework Agreement (Amerisourcebergen Corp)

Transfer/Assignment. (i) i. This Warrant may only be transferred to an Affiliate of Amazon. The Warrant Shares may only be transferred in accordance with the terms of the Stockholders Agreement. Subject to compliance with the first two sentences of this Section 8, the legend as set forth on the cover page of this Warrant and the terms of the Stockholders Agreement, this LA_LAN01:342544.5 Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Corporation by the registered holder hereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Corporation, 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 Corporation described in Section 3. If the transferring holder does not transfer the entirety of its rights to purchase all Warrant Shares hereunder, such holder shall be entitled to receive from the Corporation a new Warrant in substantially identical form for the purchase of that number of Warrant Shares as to which the right to purchase was not transferred. 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 8 shall be paid by the Corporation, other than the costs and expenses of counsel or any other advisor to the Warrantholder and its transferee. (ii) . If and for so long as required by the 2018 Investment Agreement, this Warrant Certificate shall contain a legend as set forth in Section 4.2 of the 2018 Investment Agreement.

Appears in 1 contract

Samples: Warrant Agreement (Air Transport Services Group, Inc.)

Transfer/Assignment. (i) This Warrant may only be transferred to an Affiliate of Amazon. The Warrant Shares may only be transferred in accordance with the terms of the Stockholders Transaction Agreement. Subject to compliance with the first two sentences sentence of this Section 8, 8(i) and the legend as set forth on the cover page of this Warrant and the terms of the Stockholders Transaction Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Corporation Company by the registered holder hereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the CorporationCompany, 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 Corporation described in Section 3Designated Company Office. If the transferring holder does not transfer the entirety of its rights to purchase all Warrant Shares hereunder, such holder shall be entitled to receive from the Corporation Company a new Warrant in substantially identical form for the purchase of that number of Warrant Shares as to which the right to purchase was not transferred. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new Warrants Warrant pursuant to this Section 8 shall be paid by the Corporation, other than the costs and expenses of counsel or any other advisor to the Warrantholder and its transfereeCompany. (ii) If and for so long as required by the Investment Transaction Agreement, this any Warrant Certificate certificate or book-entry issued hereunder shall contain a legend as set forth in Section 4.2 of the Investment Transaction Agreement.

Appears in 1 contract

Samples: Warrant Agreement (Affirm Holdings, Inc.)

Transfer/Assignment. (i) This Warrant may only be transferred only to an Affiliate of Amazon. The Warrant Shares may only be transferred only in accordance with the terms of the Stockholders Transaction Agreement. Subject to compliance with the first two sentences of this Section 8, the legend as set forth on the cover page of this Warrant and the terms of the Stockholders Transaction Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Corporation Company by the registered holder hereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the CorporationCompany, 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 Corporation Company described in Section 3. If the transferring holder does not transfer the entirety of its rights to purchase all Warrant Shares hereunder, such holder shall be entitled to receive from the Corporation Company a new Warrant in substantially identical form for the purchase of that number of Warrant Shares as to which the right to purchase was not transferred. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new Warrants Warrant pursuant to this Section 8 shall be paid by the Corporation, other than the costs and expenses of counsel or any other advisor to the Warrantholder and its transfereeWarrantholder. (ii) If and for so long as required by the Investment Transaction Agreement, this Warrant Certificate shall contain a legend as set forth in Section 4.2 of the Investment Transaction Agreement.

Appears in 1 contract

Samples: Transaction Agreement (Plug Power Inc)

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Transfer/Assignment. (i) This Warrant may only be transferred only to an Affiliate of Amazon. The Warrant Shares may only be transferred only in accordance with the terms of the Stockholders Transaction Agreement. Subject to compliance with the first two sentences of this Section 8, the legend as set forth on the cover page of this Warrant and the terms of the Stockholders Transaction Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Corporation Company by the registered holder hereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the CorporationCompany, 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 Corporation Company described in Section 3. If the transferring holder does not transfer the entirety of its rights to purchase all Warrant Shares hereunder, such holder shall be entitled to receive from the Corporation Company a new Warrant in substantially identical form for the purchase of that number of Warrant Shares as to which the right to purchase was not transferred. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new Warrants Warrant pursuant to this Section 8 shall be paid by the Corporation, other than the costs and expenses of counsel or any other advisor to the Warrantholder and its transfereeWarrantholder. (ii) If and for so long as required by the Investment Transaction Agreement, any book-entry issued upon exercise of this Warrant Certificate shall contain a legend as set forth in Section 4.2 of the Investment Transaction Agreement.

Appears in 1 contract

Samples: Warrant Agreement (Plug Power Inc)

Transfer/Assignment. (i) This Warrant may only be transferred only to an Affiliate of AmazonWalmart. The Warrant Shares may only be transferred only in accordance with the terms of the Stockholders Transaction Agreement. Subject to compliance with the first two sentences of this Section 8, the legend as set forth on the cover page of this Warrant and the terms of the Stockholders Transaction Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Corporation Company by the registered holder hereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the CorporationCompany, 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 Corporation Company described in Section 3. If the transferring holder does not transfer the entirety of its rights to purchase all Warrant Shares hereunder, such holder shall be entitled to receive from the Corporation Company a new Warrant in substantially identical form for the purchase of that number of Warrant Shares as to which the right to purchase was not transferred. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new Warrants Warrant pursuant to this Section 8 shall be paid by the Corporation, other than the costs and expenses of counsel or any other advisor to the Warrantholder and its transfereeWarrantholder. (ii) If and for so long as required by the Investment Transaction Agreement, this Warrant Certificate shall contain a legend as set forth in Section 4.2 of the Investment Transaction Agreement.

Appears in 1 contract

Samples: Transaction Agreement (Plug Power Inc)

Transfer/Assignment. (i) This Warrant may only be transferred to an Affiliate of Amazon. The Warrant Shares may only be transferred in accordance with the terms of the Stockholders Agreement. Subject to compliance with the first two sentences of this Section 8, the legend as set forth on the cover page of this Warrant and the terms of the Stockholders Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Corporation by the registered holder hereof in person or by duly authorized attorney, and a new Warrant shall be made and delivered by the Corporation, 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 Corporation described in Section 3. If the transferring holder does not transfer the entirety of its rights to purchase all Warrant Shares hereunder, such holder shall be entitled to receive from the Corporation a new Warrant in substantially identical form for the purchase of that number of Warrant Shares as to which the right to purchase was not transferred. 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 8 shall be paid by the Corporation, other than the costs and expenses of counsel or any other advisor to the Warrantholder and its transferee. (ii) If and for so long as required by the 2018 Investment Agreement, this Warrant Certificate shall contain a legend as set forth in Section 4.2 of the 2018 Investment Agreement.

Appears in 1 contract

Samples: Warrant to Purchase Common Stock (Air Transport Services Group, Inc.)

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