Transferability of Note. Subject to compliance with any applicable securities laws and the prior written consent of the Maker, which consent shall not be unreasonably withheld, this Note and all rights hereunder are transferable, in whole or in part, upon surrender of this Note at the principal office of the Maker, together with a written assignment or endorsement of this Note duly executed by the Payee 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, the Maker shall execute and deliver a new Note or Notes in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Note evidencing the portion of this Note not so assigned, and this Note shall promptly be cancelled.
Transferability of Note. This Note may not be sold, negotiated, assigned, or transferred by the Holder. Further, this Note has been acquired for investment and has not been registered under the Securities Act of 1933 (the "1933 Act") in reliance on exemptions contained in Sections 3 and 4 of the 1933 Act. This Note may not be sold or transferred except in transactions (a) registered thereunder, and (b) registered under or otherwise in compliance with the laws of the State in which the sale or transfer is to occur. The sale, transfer or other
Transferability of Note. The Lender may transfer or assign this ------------------------- Note. The Lender or anyone who takes this Note by transfer or assignment and who is entitled to receive payments under this Note will be called the "Note Holder."
Transferability of Note. This Note may not be transferred or assigned in whole or in part by the Holder without the prior written consent of the Company.
Transferability of Note. This Note shall be subject to the same restrictions on transfer (including Article II of the Shareholders' Agreement) that would exist at such time on the Ordinary Shares into which this Note is then (or upon satisfaction of the conditions set forth in Section 5 would be) convertible.
Transferability of Note. Except as set forth below, this Note may not be assigned or transferred without the consent of Abgenix. Notwithstanding the foregoing, this Note may be assigned or transferred without consent (i) to a successor in interest to all or substantially all of the assets or business of the Holder or (ii) to a person controlling, controlled by or under common control with the Holder.
Transferability of Note. This Note and the Shares issuable upon conversion hereof are not transferable except pursuant to an effective registration statement under the Securities Act of 1933, as amended, or unless an exemption from the registration provisions of such Act is applicable.
Transferability of Note. This Note may not be transferred or assigned in whole or in part unless (a) the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (b) the transferee has agreed in writing for the benefit of the Company to be bound by the Loan Documents, and (c):
(i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or
(ii) The Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. Notwithstanding the provisions of subsections (a) and (c), no such detailed statement, registration statement or opinion of counsel shall be necessary for a transfer by the Holder to any affiliate thereof, by a Holder which is a partnership or limited liability company to a partner or member of such partnership or limited liability company or a retired partner or member of such partnership or limited liability company who retires after the date hereof, or to the estate of any such partner or member or retired partner or member, or the transfer by gift, will or intestate succession of any partner or member to such Holder’s spouse or lineal descendants or ancestors; provided, in each case, the transferee agrees in writing prior to such transfer to be subject to the terms of the Loan Documents to the same extent as if such transferee were an original Purchaser thereunder.
Transferability of Note. Each Note shall be transferable by the holder of such Note upon the terms set forth in Section 16.9 of this Agreement. No transfer of a Note shall be valid unless and until a new Note or Notes in the name of the transferee or transferees has been issued in accordance with Section 15.1.
Transferability of Note. Subject to Section 7.3 hereof, this Note, and the rights evidenced hereby, may be transferred by a Holder, in whole or in part, in denominations of not less than $50,000, without the consent of the Company. If transferred pursuant to this paragraph, this Note may be transferred on the books of the Company by the Holder hereof in person or by duly authorized attorney, upon surrender of this Note at the principal office of the Company, properly endorsed (by the Holder executing an assignment in the form attached hereto) and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. This Note is exchangeable at the principal office of the Company for a Note or Notes aggregating the same principal amount.
