Common use of Transfer, Division and Combination Clause in Contracts

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws and the conditions set forth in Sections 1 and 7(e) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the office of the Company, together with a written assignment of this Warrant substantially in the “Assignment Form” attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment: (i) the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment (ii) the Company shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and (iii) this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. (b) The Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws and the conditions set forth in Sections 1 and 7(e) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the office of the Company, together with a written assignment of this Warrant substantially in the “Assignment Form” attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment: (i) the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment (ii) the Company shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and (iii) this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. (b) The Company may require, as a condition of allowing such transfer transfer, (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, laws and (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities ActCompany.

Transfer, Division and Combination. (a) Subject No Warrant granted under this Agreement shall be transferable by Xxxx otherwise than by Will or the laws of descent and distribution and, during the lifetime of Xxxx, shall not be exercisable by any other person, but only by him. The Company agrees to compliance with any applicable securities laws maintain at its principal office in Milford, Connecticut, books for the registration and transfer of the conditions set forth in Sections 1 Warrants and, subject to the provisions of this paragraph and 7(e) Section 4 hereof, this Warrant and all rights hereunder are transferabletransferable ONLY with respect to (i) Xxxx'x heirs and devisees, or (ii) Xxxx'x Estate in whole or in part, on such books upon surrender of this Warrant at the office of the Companysuch office, together with a written assignment of this Warrant substantially in the “Assignment Form” attached hereto duly executed by the Holder hereof or its his agent or attorney attorney, and with funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Upon such surrender andand payment, if required, such payment: (i) the Company shall execute and deliver a new Warrant or Warrants Warrant(s) in the name of the assignee or assignees of Holder and in the denomination or denominations specified in such instrument of assignment (ii) assignment, and this Warrant shall be canceled promptly. If and when this Warrant is assigned in blank, the Company may, but shall not be obligated to, treat the bearer hereof as the absolute owner of this Warrant for all purposes and the Company shall issue not be affected by any notice to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and (iii) this Warrant shall promptly be cancelledcontrary. A Warrant, if properly assigned, warrant may be exercised by a new holder Holder for the purchase of Warrant Shares shares of Common Stock without having a new Warrant issued. (b) . The Company may requireshall pay all expenses, taxes (other than stock transfer taxes and any of Holder's income taxes, if any, incurred as a condition result of allowing such transfer (ithe transfer) that and other charges payable in connection with the Holder or transferee preparation, issue and delivery of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities ActWarrants hereunder.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws SECTIONS 4 and the conditions set forth in Sections 1 and 7(e) 5 hereof, this transfer of a Warrant and all rights hereunder are transferablethereunder, in whole or in partpart (the "TRANSFERRED WARRANT"), shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this such Transferred Warrant at the office of the CompanyCompany maintained for such purpose pursuant to SECTION 15.03 hereof, together with a written assignment of this Warrant substantially in the “Assignment Form” attached hereto form set out at the end of such Transferred Warrant, duly executed by the relevant Holder or its agent or attorney and payment of funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment: (i) , the Company shall shall, subject to SECTIONS 4 and 5 hereof and the second following sentence, (a) execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment assignment, (iib) the Company shall issue to the assignor a new Warrant evidencing the portion of this such Transferred Warrant not so assigned, assigned or transferred and (iiic) this Warrant shall promptly be cancelledcancel such Transferred Warrant. A Warrant, if properly assignedassigned in compliance with SECTIONS 4 and 5 hereof, may be exercised by a new holder an assignee for the purchase of Warrant Shares shares of Common Stock without having a new Warrant or Warrants issued. . Notwithstanding any provision herein to the contrary, the Company shall not be required to register the transfer of Warrants or Warrant Stock in the name of any Person who acquired such Warrant (bor part thereof) or any Warrant Stock otherwise than in accordance with this Agreement. The Company may requireshall maintain with its transfer agent or at its aforesaid office, as a condition books for the registration and transfer of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities ActWarrants.

Transfer, Division and Combination. (a) The Company shall maintain at its principal executive office a register for the registration of, and registration of transfers of, the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof and the name and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Warrant promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Warrants. Subject to compliance with any applicable securities laws and the conditions set forth in Sections 1 and 7(e) hereof, this Warrant and all rights hereunder are transferable, in whole or in partprovisions of Section 3, upon surrender of this any Warrant at the principal executive office of the CompanyCompany for registration of transfer or exchange (and in the case of a surrender for registration of transfer, together with duly endorsed or accompanied by a written assignment instrument of this Warrant substantially in the “Assignment Form” attached hereto transfer duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making registered holder of such transfer. Upon Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such surrender andWarrant or part thereof), if required, such payment: (i) the Company shall execute and deliver a deliver, at the Company's expense, one or more new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants shall in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment (ii) the Company shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and (iii) this Warrant shall promptly all other respects be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. (b) The Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of identical with this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act.

Transfer, Division and Combination. (a) Subject No Warrant granted under this Agreement shall be transferable by Xxxxx otherwise than by Will or the laws of descent and distribution and, during the lifetime of Xxxxx, shall not be exercisable by any other person, but only by him. The Company agrees to compliance with any applicable securities laws maintain at its principal office in Milford, Connecticut, books for the registration and transfer of the conditions set forth in Sections 1 Warrants and, subject to the provisions of this paragraph and 7(e) Section 4 hereof, this Warrant and all rights hereunder are transferabletransferable ONLY with respect to (i) Xxxxx'x heirs and devisees, or (ii) Xxxxx'x Estate in whole or in part, on such books upon surrender of this Warrant at the office of the Companysuch office, together with a written assignment of this Warrant substantially in the “Assignment Form” attached hereto duly executed by the Holder hereof or its his agent or attorney attorney, and with funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Upon such surrender andand payment, if required, such payment: (i) the Company shall execute and deliver a new Warrant or Warrants Warrant(s) in the name of the assignee or assignees of Holder and in the denomination or denominations specified in such instrument of assignment (ii) assignment, and this Warrant shall be canceled promptly. If and when this Warrant is assigned in blank, the Company may, but shall not be obligated to, treat the bearer hereof as the absolute owner of this Warrant for all purposes and the Company shall issue not be affected by any notice to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and (iii) this Warrant shall promptly be cancelledcontrary. A Warrant, if properly assigned, warrant may be exercised by a new holder Holder for the purchase of Warrant Shares shares of Common Stock without having a new Warrant issued. (b) . The Company may requireshall pay all expenses, taxes (other than stock transfer taxes and any of Holder's income taxes, if any, incurred as a condition result of allowing such transfer (ithe transfer) that and other charges payable in connection with the Holder or transferee preparation, issue and delivery of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities ActWarrants hereunder.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws and the conditions set forth in Sections 1 and 7(e) hereoflaws, transfer of this Warrant and all rights hereunder are transferablehereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the “Assignment Form” form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such transferee so long as transferee is an Affiliate (as defined herein) of Purchaser. For purposes of this Agreement, the term "Affiliate of a subject entity shall mean an entity that controls, is controlled by or is under common control with the subject entity. For purposes of the definition of "Affiliate," "control" shall mean beneficial ownership (whether direct or indirect) of shares of an entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, of the election of the corresponding management authority) of such and entity of (i) more than fifty percent (50%) or (ii) such lesser percentage as is the maximum ownership permitted in the country where the entity exists. Upon such surrender and, if required, such payment: (i) , the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment (ii) the Company assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and (iii) this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. (b) The Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act.