Common use of Transfer Restrictions; Legends Clause in Contracts

Transfer Restrictions; Legends. (a) The Securities may only be disposed of in compliance with applicable federal and state securities laws. Subject to applicable federal and state securities laws, Purchaser may transfer the Note, in whole or in part. As a condition of transfer of the Note, any such transferee shall agree in writing to be bound by the terms of the Securities. In connection with any transfer of the Note of at least $2,500,000 aggregate principal amount (a “Qualifying Transfer”) to any transferee, including any affiliates of such transferee that may be deemed to beneficially own all or a portion of such Qualifying Transfer (together, a “Qualifying Transferee”), the Company will enter into a registration rights agreement (or effect a joinder to the Registration Rights Agreement) with any such Qualifying Transferee on terms no less favorable than those contained in the Company’s registration rights agreement dated as of June 28, 2022 entered into in connection with the Company’s outstanding convertible debentures. (b) The certificates, agreements, instruments, or book entries evidencing the Securities shall have endorsed thereon the legends set forth in the Note as required by the terms of the Note.

Appears in 3 contracts

Samples: Subscription Agreement (Virgin Orbit Holdings, Inc.), Subscription Agreement (Virgin Orbit Holdings, Inc.), Subscription Agreement (Virgin Investments LTD)

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Transfer Restrictions; Legends. (a) The Securities may only be disposed of in compliance with applicable federal and state securities laws. Subject to applicable federal and state securities laws, Purchaser may transfer the Note, in whole or in part. As a condition of transfer of the Note, any such transferee shall agree in writing to be bound by the terms of the Securities. In connection with any transfer of the Note of at least $2,500,000 2,000,000 aggregate principal amount (a “Qualifying Transfer”) to any transferee, including any affiliates of such transferee that may be deemed to beneficially own all or a portion of such Qualifying Transfer (together, a “Qualifying Transferee”), the Company will enter into a registration rights agreement (or effect a joinder to the Registration Rights Agreement) with any such Qualifying Transferee on terms no less favorable than those contained in the Company’s registration rights agreement dated as of June 28, 2022 entered into in connection with the Company’s outstanding convertible debentures. (b) The certificates, agreements, instruments, or book entries evidencing the Securities shall have endorsed thereon the legends set forth in the Note as required by the terms of the Note.

Appears in 1 contract

Samples: Subscription Agreement (Virgin Orbit Holdings, Inc.)

Transfer Restrictions; Legends. (a) The Securities may only be disposed of in compliance with applicable federal and state securities laws. Subject to applicable federal and state securities laws, Purchaser may transfer the Note, in whole or in part. As a condition of transfer of the Note, any such transferee shall agree in writing to be bound by the terms of the Securities. In connection with any transfer of the Note of at least $2,500,000 5,000,000 aggregate principal amount (a “Qualifying Transfer”) to any transferee, including any affiliates of such transferee that may be deemed to beneficially own all or a portion of such Qualifying Transfer (together, a “Qualifying Transferee”), the Company will enter into a registration rights agreement (or effect a joinder to the Registration Rights Agreement) with any such Qualifying Transferee on terms no less favorable than those contained in the Company’s registration rights agreement dated as of June 28, 2022 entered into in connection with the Company’s outstanding convertible debentures. (b) The certificates, agreements, instruments, or book entries evidencing the Securities shall have endorsed thereon the legends set forth in the Note as required by the terms of the Note.

Appears in 1 contract

Samples: Senior Secured Convertible Note Subscription Agreement (Virgin Orbit Holdings, Inc.)

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Transfer Restrictions; Legends. (a) The Securities may only be disposed of in compliance with applicable federal and state securities laws. Subject to applicable federal and state securities laws, Purchaser may transfer the Note, in whole or in part. As a condition of transfer of the NoteNotes, any such transferee shall agree in writing to be bound by the terms of the Securities. In connection with any transfer of the Note of at least $2,500,000 5,000,000 aggregate principal amount (a “Qualifying Transfer”) to any transferee, including any affiliates of such transferee that may be deemed to beneficially own all or a portion of such Qualifying Transfer (together, a “Qualifying Transferee”), the Company will enter into a registration rights agreement (or effect a joinder to the Registration Rights Agreement) with any such Qualifying Transferee on terms no less favorable than those contained in the Company’s registration rights agreement dated as of June 28, 2022 entered into in connection with the Company’s outstanding convertible debentures. (b) The certificates, agreements, instruments, or book entries evidencing the Securities shall have endorsed thereon the legends set forth in the Note as required by the terms of the Note.

Appears in 1 contract

Samples: Subscription Agreement (Virgin Orbit Holdings, Inc.)

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