Common use of Transfer of Warrant Clause in Contracts

Transfer of Warrant. If this Warrant is to be transferred and reissued to the transferee, the Holder shall surrender this Warrant to the Company together with a written assignment of this Warrant substantially in the 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, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. For the avoidance of doubt, this Section 7(a) will not apply to a sale, transfer, pledge or assignment of this Warrant that does not involve a reissuance of this Warrant.

Appears in 35 contracts

Samples: Assignment Form (Interactive Strength, Inc.), Assignment Form (Interactive Strength, Inc.), Assignment Form (Interactive Strength, Inc.)

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Transfer of Warrant. If this Warrant is to be transferred and reissued to the transferee, the Holder shall surrender this Warrant to the Company together with a written assignment of this Warrant substantially in the 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, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d‎7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d‎7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. For the avoidance of doubt, this Section 7(a‎7(a) will not apply to a sale, transfer, pledge or assignment of this Warrant that does not involve a reissuance of this Warrant.

Appears in 16 contracts

Samples: Presto Automation Inc., Presto Automation Inc., Presto Automation Inc.

Transfer of Warrant. This Warrant may only be offered, sold or otherwise transferred (a) pursuant to an effective registration statement under the 1933 Act, (b) to the Company or (c) to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act in a transaction that does not require registration under the 1933 Act or applicable state securities laws, and the holder shall furnish to the Company an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Company prior to such offer, sale or transfer. If this Warrant is to be transferred and reissued to the transfereetransferred, the Holder shall surrender this Warrant to the Company together with a written assignment of this Warrant substantially in the 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 transferCompany, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than then the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. For transferred and the avoidance of doubt, this Section 7(a) will not apply transferee shall agree to a sale, transfer, pledge or assignment of this Warrant that does not involve a reissuance of this Warrantbe bound by the terms hereof.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Mitel Networks Corp), Securities Purchase Agreement (Mitel Networks Corp)

Transfer of Warrant. If this Warrant is to be transferred and reissued to (which may only be transferred in compliance with the transfereePurchase Agreement), the Holder shall surrender this Warrant to the Company together with a written assignment of this Warrant substantially in the 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 transferHolder, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d6(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than then the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d6(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. For the avoidance of doubt, this Section 7(a) will not apply to a sale, transfer, pledge The Company shall pay any transfer tax imposed in connection with such assignment (if any). Any transfer or assignment exchange of this Warrant that does not involve a reissuance of this Warrantshall be without charge to the Holder.

Appears in 1 contract

Samples: Purchase Agreement (Inergetics Inc)

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Transfer of Warrant. If this Warrant is to be transferred and reissued to the transfereetransferred, the Holder shall surrender this Warrant to the Company together with a written assignment of this Warrant substantially in the 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 transferAgent, whereupon the Company Warrant Agent will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d6(d)), registered with the Company as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d6(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. For ; provided, however, that in the avoidance event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of doubt, this Section 7(acounsel for the Company (who may be in-house counsel) will not apply to a sale, transfer, pledge or assignment of this Warrant stating that does not involve a reissuance of this Warrantsuch transfer may be made and indicating whether the new Warrants must also bear the restrictive legend.

Appears in 1 contract

Samples: Warrant Agreement (Ribbon Communications Inc.)

Transfer of Warrant. This Warrant and the Warrant Shares shall not be sold, transferred, assigned, pledged, hypothecated or otherwise transferred (“Transferred”) except (1) in compliance with the Securities Act and applicable state securities laws and (2) in compliance with Section 15 hereof. If this Warrant is to be transferred and reissued to the transfereeTransferred, the Holder shall surrender this Warrant to the Company together with a written assignment of this Warrant substantially and deliver the completed and executed Assignment Form, in the 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 transferas Exhibit B, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred Transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferredTransferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. For the avoidance of doubt, this Section 7(a) will not apply to a sale, transfer, pledge or assignment of this Warrant that does not involve a reissuance of this WarrantTransferred.

Appears in 1 contract

Samples: Verdant Earth Technologies LTD

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