Common use of Transfer of this Warrant Clause in Contracts

Transfer of this Warrant. 8.1. This Warrant may not be sold, transferred, assigned or hypothecated by the Holder. The Corporation may treat the registered holder of record as the Holder for all purposes. 8.2. Unless registered, the Warrant Shares issued upon exercise of the Warrant shall be subject to a stop transfer order and the certificate or certificates evidencing such Warrant Shares shall bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND SUCH STATE SECURITIES LAWS AS MAY BE APPLICABLE OR THE DELIVERY TO THE INVESTOR OF AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO IT, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR SUCH STATE SECURITIES LAWS. THE FOREGOING RESTRICTIONS TERMINATE WHEN THE SECURITIES MAY BE FREELY TRANSFERRED WITHOUT RESTRICTION UNDER RULE 144, UNDER THE SECURITIES ACT OF 1933, OR ANY SUCCESSOR THERETO, AND MAY BE DISREGARDED THEREAFTER.” 8.3. Notwithstanding the aforementioned, the Holder may sell or otherwise dispose of this Warrant to: (i) a non-profit organization as described in the by-laws of the Holder; or (ii) to any other transferee pre-approved by the Corporation in writing which consent will not be unreasonably withheld, provided that the transfer satisfies the requirements set forth in the legend at the beginning of this Warrant. In the event that Warrant Shares are issued as a result of the exercise of this Warrant, then notwithstanding anything herein to the contrary, the transfer of such Warrant Shares shall be in accordance with the Corporation’s Certificate of Incorporation, by-laws and applicable stockholders rights agreements, including but not limited to the rights of first refusal provisions set forth therein. 8.4. In the event that the Corporation receives an offer to effect an M&A, then the Corporation shall promptly inform the Holder in writing of such offer.

Transfer of this Warrant. 8.1. a. This Warrant may not be sold, transferred, assigned or hypothecated by the Holder. The Corporation Company may treat the registered holder of record as the Holder for all purposes. 8.2. b. Unless registered, the Warrant Shares issued upon exercise of the Warrant Warrants shall be subject to a stop transfer order and the certificate or certificates evidencing such Warrant Shares shall bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATEPURSUANT TO A REGISTRATION STATEMENT. THESE ACCORDINGLY, SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OFFERED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE SOLD EXCEPT PURSUANT TO A REGISTRATION STATEMENT FOR UNDER SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND SUCH STATE SECURITIES LAWS AS MAY BE APPLICABLE OR THE DELIVERY TO THE INVESTOR OF AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO IT, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR SUCH STATE SECURITIES LAWS. THE FOREGOING RESTRICTIONS TERMINATE WHEN THE SECURITIES MAY BE FREELY TRANSFERRED WITHOUT RESTRICTION UNDER RULE 144, UNDER THE SECURITIES ACT OF 1933ACT, OR ANY SUCCESSOR THERETO, AND MAY BE DISREGARDED THEREAFTERAN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.” 8.3. c. Notwithstanding the aforementioned, the Holder may sell or otherwise dispose of this Warrant to: (i) a non-profit organization as described in the by-laws of the Holder.; or (ii) to any other transferee pre-approved by the Corporation Company in writing which consent will not be unreasonably withheld, provided that the transfer satisfies the requirements set forth in the legend at the beginning of this Warrant. In the event that Warrant Shares are issued as a result of the exercise of this Warrant, then notwithstanding anything herein to the contrary, the transfer of such Warrant Shares shall be in accordance with the CorporationCompany’s Certificate Articles of Incorporation, by-laws and applicable stockholders rights agreementsAssociation, including but not limited to the rights Rights of first refusal First Refusal provisions set forth therein. 8.4. d. In the event that the Corporation receives Company or its shareholders receive an offer to transfer all or substantially all of the shares in the Company, or to effect an M&Aa merger or acquisition, or sale of all or substantially all of the assets of the Company, then the Corporation Company shall promptly inform the Holder in writing of such offer.

Transfer of this Warrant. 8.1. This (a) Subject to compliance with the provisions of this Section 8, Holder may sell, transfer, assign, pledge or otherwise dispose (each, a “Transfer”) of this Warrant may not be soldand the Warrant Shares, transferredin whole or in part, assigned as long as such sale or hypothecated by other disposition is made pursuant to an effective registration statement or an exemption from the Holder. The Corporation may treat registration requirements of the registered holder of record as the Holder for all purposesSecurities Act, and applicable state securities laws. 8.2. Unless registered, (b) Each time Holder proposes to Transfer all or any number of the Warrants or the Warrant Shares issued upon exercise of (other than in connection with estate planning and similar transfers) (the Warrant shall be subject to a stop transfer order and the certificate or certificates evidencing such Warrant Shares shall bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND SUCH STATE SECURITIES LAWS AS MAY BE APPLICABLE OR THE DELIVERY TO THE INVESTOR OF AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO IT, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR SUCH STATE SECURITIES LAWS. THE FOREGOING RESTRICTIONS TERMINATE WHEN THE SECURITIES MAY BE FREELY TRANSFERRED WITHOUT RESTRICTION UNDER RULE 144, UNDER THE SECURITIES ACT OF 1933, OR ANY SUCCESSOR THERETO, AND MAY BE DISREGARDED THEREAFTER.Offered Interests” 8.3. Notwithstanding the aforementioned, the Holder may sell or otherwise dispose of this Warrant to: (i) a non-profit organization as described in the by-laws of the Holder; or (ii) to any other transferee pre-approved person, Holder shall first offer such Offered Interests to the Company. Holder shall deliver a written notice (“Offer Notice”) to the Company stating (a) Holder’s bona fide intention to Transfer the Offered Interests, (b) a description of the Offered Interests to be Transferred, (c) the purchase price and terms of payment for which Holder proposes to Transfer the Offered Interests, and (d) the name and address of the proposed transferee. The Offer Notice shall constitute an irrevocable offer to sell the Offered Interests to the Company on the terms of the Offer Notice. Within ninety (90) days after delivery of the Offer Notice, the Company shall have the right, but not the obligation, to elect to purchase all of the Offered Interests for the price and upon the terms designated in the Offer Notice by notifying Holder in writing of its desire to purchase the Offered Interests. The failure of the Company to submit an election within the applicable period shall constitute an election on the part of the Company not to purchase the Offered Interests. If the Company elects to purchase the Offered Interests, then a closing shall occur at the offices of the Company in Orange County, California at which the Offered Interest shall be conveyed to the Company, and the Company shall pay the consideration therefor. The date of the closing shall be determined by the Corporation in writing which consent will Company but shall not be unreasonably withheldlater than three (3) days after the Company’s election to purchase the Offered Interests. If the Company elects not to purchase, or defaults in his obligation to purchase all or any portion of the Offered Interest, then Holder may Transfer all the Offered Interest, provided that such Transfer (a) is completed within ninety (90) days after the transfer satisfies expiration of the requirements set forth the Company’s right to elect to purchase the Offered Interests, and (b) is made at a price and upon terms no less favorable to Xxxxxx than as designated in the legend at Offer Notice. If the beginning Offered Interests are not so Transferred within such period, Xxxxxx must give notice in accordance with this Warrant prior to any other or subsequent Transfer of the Offered Interests. (c) In connection with any Transfer of this Warrant. In Warrant made pursuant to this Section 8, the event that Holder shall deliver this Warrant to the Company together with a written notice to the Company, substantially in the form of the Transfer Notice attached hereto as Exhibit B (the “Transfer Notice”), indicating the person or persons to whom this Warrant shall be transferred and, if less than all of this Warrant is transferred, the number of Warrant Shares are issued as to be covered by the part of this Warrant to be transferred to each such person. Within three (3) Business Days of receiving a result of Transfer Notice and the exercise original of this Warrant, then notwithstanding anything herein the Company shall deliver to the contrary, transferee designated by the transfer Holder a Warrant or Warrants of such like tenor and terms for the appropriate number of Warrant Shares and, if less than all this Warrant is transferred, shall be in accordance with the Corporation’s Certificate of Incorporation, by-laws and applicable stockholders rights agreements, including but not limited deliver to the rights Holder a Warrant for the remaining number of first refusal provisions set forth thereinWarrant Shares. 8.4. In (d) The rights granted to the event that the Corporation receives an offer to effect an M&A, then the Corporation shall promptly inform the Holder Company in writing of such offerthis Section 8 are not transferable.