Common use of Transfers, etc Clause in Contracts

Transfers, etc. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) The Registered Holder acknowledges and agrees that the Warrant Shares shall be subject to the restrictive legend requirements set forth in the Purchase Agreement. (c) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change the Registered Hxxxxx’s address as shown on the warrant register by written notice to the Company requesting such change. (d) Subject to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency).

Appears in 2 contracts

Samples: Warrant Agreement (Entasis Therapeutics Holdings Inc.), Warrant Agreement (Entasis Therapeutics Holdings Inc.)

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Transfers, etc. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) The Registered Holder acknowledges and agrees that the Warrant Shares shall be subject to the restrictive legend requirements set forth in the Purchase Agreement. (c) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change the Registered Hxxxxx’s its or his address as shown on the warrant register by written notice to the Company requesting such change. (db) Subject to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, to any partner, member, stockholder or affiliate of the holder, and any such transferee shall have the rights of the Registered Holder to the extent of the portion of this Warrant so transferred. Such transfer shall be effective upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit EXHIBIT II hereto) at the principal office of the Company Company. Nothing contained in this Section 11 shall limit the transferability of the Warrant Shares. (orc) Until any transfer of this Warrant is made in the warrant register, if another office or agency has been designated by the Company may treat the Registered Holder as the absolute owner hereof for such purposeall purposes; PROVIDED, then at such other office or agency)HOWEVER, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Essex Corporation), Common Stock Purchase Warrant (Essex Corporation)

Transfers, etc. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) The Registered Holder acknowledges and agrees that the Warrant Shares shall be subject to the restrictive legend requirements set forth in the Purchase Agreement. (c) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change the Registered HxxxxxXxxxxx’s address as shown on the warrant register by written notice to the Company requesting such change. (d) Subject to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency).

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Entasis Therapeutics Holdings Inc.)

Transfers, etc. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) The Registered Holder acknowledges and agrees that the Warrant Shares shall be subject to the restrictive legend requirements set forth in the Purchase Agreement. (c) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change the Registered Hxxxxx’s its or his address as shown on the warrant register by written notice to the Company requesting such change.. CUSIP No. 296744 10 5 13D/A Page 75 of 89 (db) Subject to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, to any partner, member, stockholder or affiliate of the holder, and any such transferee shall have the rights of the Registered Holder to the extent of the portion of this Warrant so transferred. Such transfer shall be effective upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company Company. Nothing contained in this Section 11 shall limit the transferability of the Warrant Shares. (orc) Until any transfer of this Warrant is made in the warrant register, if another office or agency has been designated by the Company may treat the Registered Holder as the absolute owner hereof for such purposeall purposes; provided, then at such other office or agency)however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

Appears in 1 contract

Samples: Warrant Agreement (Gef Optical Investment Co LLC)

Transfers, etc. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they such transfer shall first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) The Registered Holder acknowledges and agrees that the Warrant Shares shall be subject to the restrictive legend requirements set forth in the Purchase Agreement. (c) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change the Registered Hxxxxx’s address as shown on the warrant register by written notice to the Company requesting such change. (d) Subject to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency).

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Indaptus Therapeutics, Inc.)

Transfers, etc. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) The Registered Holder acknowledges and agrees that the Warrant Shares shall be subject to the restrictive legend requirements set forth in the Purchase Agreement. (c) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change the Registered Hxxxxx’s its or his address as shown on the warrant register by written notice to the Company requesting such change. (db) Subject to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, to any partner, member, stockholder or affiliate of the holder, and any such transferee shall have the rights of the Registered Holder to the extent of the portion of this Warrant so transferred. Such transfer shall be effective upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company Company. Nothing contained in this Section 11 shall limit the transferability of the Warrant Shares. (orc) Until any transfer of this Warrant is made in the warrant register, if another office or agency has been designated by the Company may treat the Registered Holder as the absolute owner hereof for such purposeall purposes; provided, then at such other office or agency)however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Gef Optical Investment Co LLC)

Transfers, etc. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) The Registered Holder acknowledges and agrees that the Warrant Shares shall be subject to the restrictive legend requirements set forth in the Purchase Agreement. (c) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change the Registered HxxxxxHolder’s address as shown on the warrant register by written notice to the Company requesting such change. (d) Subject to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II B hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency).

Appears in 1 contract

Samples: Warrant Agreement (Celcuity Inc.)

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Transfers, etc. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) The Registered Holder acknowledges and agrees that the Warrant Shares shall be subject to the restrictive legend requirements set forth in the Purchase Agreement. (c) The Company will shall maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change the Registered Hxxxxx’s its address as shown on the warrant register by written notice to the Company requesting such change. (db) Subject to the provisions of this Section 5 hereofand the Asset Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency); provided, however, that any such transfer must be in compliance with all applicable federal and state securities laws and must include the delivery to the Company of representations of the transferee substantially similar to those set forth in Section 4 hereof and, if this Warrant or any rights hereunder are sold, pledged or hypothecated in whole or in part, legal opinions with respect thereto in a form reasonably satisfactory to the Company, if such are requested by the Company; and provided, further, that notwithstanding the foregoing, no such legal opinions shall be requested by the Company in connection with any transfer by the Registered Holder to Pencom Systems, Incorporated or by Pencom Systems, Incorporated to Xxxxxx Xxxxxx, Xx., Xxxx Xxxxx or Xxxxx Xxxxx.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Mti Technology Corp)

Transfers, etc. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) The Registered Holder acknowledges and agrees that the Warrant Shares shall be subject to the restrictive legend requirements set forth in the Purchase Agreement. (c) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change the Registered Hxxxxx’s its or his address as shown on the warrant register by written notice to the Company requesting such change. (db) Subject to the provisions of Section 5 4 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, to any partner, member, stockholder or affiliate of the holder, and any such transferee shall have the rights of the Registered Holder to the extent of the portion of this Warrant so transferred. Such transfer shall be effective upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company Company. Nothing contained in this Section 10 shall limit the transferability of the Warrant Shares. (orc) Until any transfer of this Warrant is made in the warrant register, if another office or agency has been designated by the Company may treat the Registered Holder as the absolute owner hereof for such purposeall purposes; provided, then at such other office or agency)however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

Appears in 1 contract

Samples: Securities Purchase Agreement (Essex Corporation)

Transfers, etc. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) The Registered Holder acknowledges and agrees that the Warrant Shares shall be subject to the restrictive legend requirements set forth in the Purchase Agreement. (c) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change the Registered HxxxxxHolder’s address as shown on the warrant register by written notice to the Company requesting such change. (d) Subject to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency).

Appears in 1 contract

Samples: Securities Purchase Agreement (Innoviva, Inc.)

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