Transfer of the Warrant. Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing such Warrant Shares shall bear substantially the following legend, until such Warrant Shares have been registered under the Act or may be removed as otherwise permitted under the Act: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."
Transfer of the Warrant. Subject to the provisions of the Amended and Restated Stockholders' Agreement dated as of December 10, 1998, among the Company and the stockholders party thereto, this Warrant may be transferred in whole or in part to one or more parties at the option of the Holder; PROVIDED, HOWEVER, that prior to any transfer of this Warrant, the Holder shall give written notice to the Company of the Holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, contain a representation in writing from the proposed transferee that the Warrant is being acquired for investment not with a view to any sale or distribution thereof and shall be accompanied by the Assignment form attached hereto as EXHIBIT B duly executed by the Holder. Upon transfer of the Warrant pursuant to this Section 7, the Company shall at the request of Xxxxxx and upon surrender of the Warrant to the Company, promptly issue new Warrants in the names and amounts requested by the Holder to replace the surrendered Warrant.
Transfer of the Warrant. This Warrant shall not be transferred except in accordance with provisions of the Purchase Agreement. Upon transfer of the Warrant pursuant to this Section 7(c), the Company shall at the request of Xxxxxx and upon surrender of the Warrant to the Company, with a duly executed Assignment Form in the form of Exhibit C promptly issue new Warrants in the names and amounts requested by the Holder to replace the surrendered Warrant.
Transfer of the Warrant. (a) Subject to compliance with applicable federal and state securities laws and Section 5 hereof, this Warrant may be transferred by the Holder with respect to any or all of the Warrant Shares purchasable hereunder. For a transfer of this Warrant as an entirety by the Holder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Holder, the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Holder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the Holder, and shall issue to the Holder a new Warrant covering the number of shares in respect of which this Warrant shall not have been transferred.
(b) This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations in which new warrants are to be issued to the Holder and signed by the Holder hereof. The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.
Transfer of the Warrant. This Warrant may not be transferred without the prior written consent of the Company, in its sole and absolute discretion. With the prior written consent of the Company, this Warrant may be transferred, in whole or in part, to any person by presentation of the Warrant to the Company with written instructions for transfer; provided, however, that Holder agrees to comply with Section 3.2 below.
Transfer of the Warrant. This Warrant and the purchase right represented by this Warrant may not be transferred or assigned without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), unless the transfer or assignment is (i) a transfer to a parent, subsidiary or other affiliate of a Holder, or (ii) if (x) at the time such transfer is made, the number Ordinary Shares held by Holder is less than or equal to five (5) percent of the Warrant Class Securities outstanding at such time, and (y) the Holder transfers all Ordinary Shares held by it in the same transaction to the same transferee, in which cases the transfer or assignment of this Warrant shall not require the prior written consent of the Company. Any transfer of this Warrant shall be subject to this Section 4, and shall be made in accordance with the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers. The Company shall act promptly to record transfers of this Warrant on its books. Any attempt by the Holder to transfer the Warrant in violation of this Section 4 or Section 5 shall be void.
Transfer of the Warrant. The Warrant may be exercised only by the Holder or by the Holder's heirs, personal representatives and executors in the event of such Holder's death, and neither the Warrant nor any interest or right therein shall be subject to or liable for any debts, contracts or engagements of the Holder or be subject to disposition by transfer, alienation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy).
Transfer of the Warrant. Subject to Section 4.11 hereof, this Warrant may be transferred in whole or in part, including to any "affiliate" of the Holder, as such term is defined in Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"), by presentation of the Warrant to the Company with written instructions for transfer; provided however, that Holder agrees not to transfer the Warrant or the Warrant Shares in any manner that would result in a violation of the registration provisions of the Securities Act or any applicable state securities laws, and the Company shall not be required to take any action hereunder that would result in a violation of such provisions. On presentation for transfer, the Company will execute and deliver a new Warrant in the name of the transferee.
Transfer of the Warrant. Zions shall be permitted to disclose to any party to which it proposes to transfer the Warrant such financial and other information as Zions has or may have in its possession regarding the Company and its subsidiaries, including without limitation any financial and other information provided to Zions in its capacity as lender to and creditor of the Company and of the Company’s subsidiaries, and including without limitation financial and other information provided to Zions pursuant to the provisions of the Loan Agreement; provided that the party to which such information is disclosed shall have agreed in advance in writing for the benefit of the Company to receive and hold such information confidentially.
Transfer of the Warrant. 6.1 The Warrant may be transferred, assigned or pledged as security in whole or in part by the Subscriber (as defined under the Letter).
