Exchange, Transfer or Assignment of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.
Exchange, Transfer or Assignment of Warrant. Subject to the provisions of this Section 4 and of Section 9 below, this Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or the Transfer Agent, for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Subject to the provisions of this Section 4 and of Section 9 below, upon surrender of this Warrant to the Company or the Transfer Agent accompanied by: (a) the form of assignment which is attached hereto as Annex B (the "Form of Assignment") duly executed; and (b) funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new warrant in the name of the assignee named in the Form of Assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other warrants which carry the same rights upon presentation hereof at the office of the Company or the Transfer Agent, accompanied by a written notice signed by the Holder hereof specifying the names and denominations in which new warrants are to be issued.
Exchange, Transfer or Assignment of Warrant. This Warrant is not registered under the 1933 Act nor under any state securities law or regulation. This Warrant may not be sold, exchanged, transferred, assigned or otherwise disposed of unless registered pursuant to the provisions of the 1933 Act or an opinion of counsel in form and content satisfactory to the Company is delivered to the Company stating that such disposition is in compliance with an available exemption from registration. Any such disposition must also comply with applicable state securities laws and regulations.
Exchange, Transfer or Assignment of Warrant. 6.1 This Warrant may be, at the option of the Holder, and upon presentation and surrender hereof to the Company at its principal office or to the Company's agent at its office, (x) exchanged for other Warrants of different denominations, entitling the Holder or Holders to purchase in the aggregate the same number of Warrant Shares at the Exercise Price or, (y) if delivered together with a written notice specifying the denominations in which new Warrants are to be issued and signed by the Holder, divided or combined with other Warrants that carry the same rights.
6.2 Subject to Section 4, this Warrant may be transferred and assigned, at the option of the Holder, upon surrender of this Warrant to the Company at its principal office or to the Company's agent at its office, with the Warrant assignment form attached hereto ("Warrant Assignment Form") duly executed and accompanied by funds sufficient to pay any transfer tax. The Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees named in such Warrant Assignment Form and, if the Holder's entire interest is not being transferred or assigned, in the name of the Holder; and this Warrant shall promptly be cancelled.
6.3 Any transfer or exchange of this Warrant shall be without charge to the Holder and any Warrant or Warrants issued pursuant to this Section 6 shall be dated the date hereof.
Exchange, Transfer or Assignment of Warrant. (a) This Warrant and all rights hereunder are not transferable by the Holder hereof except to any Person who, prior to such transfer, agrees in writing to the terms and conditions hereof, including that this Warrant and the shares issued on exercise hereof shall be subject to the provisions of the Equity Registration Rights Agreement and Sections 6.01, 6.05 and 6.06 of the Transaction Agreement. Each taker and holder of this Warrant by taking or holding the same, consents and agrees that the registered holder hereof may be treated by the Corporation and all other Persons dealing with this Warrant as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby.
(b) Subject to Section 6(a) hereof and to the requirements of state and federal securities laws, the Holder of this Warrant shall be entitled to assign and transfer this Warrant, at any time in whole or from time to time in part, to any Person or Persons. Subject to the preceding sentence, upon surrender of this Warrant to the Corporation, together with the attached Warrant Assignment Form duly executed, the Corporation shall, without charge, execute and deliver a new Warrant in the name of the assignee or assignees named in such instrument of assignment and, if the Holder's entire interest is not being assigned, in the name of the Holder, and this Warrant shall promptly be canceled.
Exchange, Transfer or Assignment of Warrant. (1) This Warrant and the Warrant Shares are subject to the provisions of the Investors' Agreement, including the restrictions on transfer. Each holder of this Warrant Certificate by holding the same, consents and agrees that the registered holder hereof may be treated by the Company and all other persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby. The Holder, by its acceptance of this Warrant, will be subject to the provisions of, and will have the benefits of, the Investors' Agreement to the extent set forth therein, including the transfer restrictions and the registration rights included therein.
(2) Subject to compliance with the transfer restrictions set forth in the Investors' Agreement, upon surrender of this Warrant to the Company, together with the attached Warrant Assignment Form duly executed, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee or assignees named in such instrument of assignment and, if the Holder's entire interest is not being assigned, in the name of the Holder and this Warrant shall promptly be canceled.
Exchange, Transfer or Assignment of Warrant. (a) Each taker and holder of this Warrant by taking or holding the same, consents and agrees that the registered holder hereof may be treated by the Company and all other persons dealing with this Warrant as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby.
(b) The Holder of this Warrant shall be entitled, without obtaining the consent of the Company, to assign and transfer this Warrant, at any time in whole or from time to time in part, to any Person or Persons. Subject to the preceding sentence, upon surrender of this Warrant to the Company, together with the attached Warrant Assignment Form duly executed, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee or assignees named in such instrument of assignment and, if the Holder's entire interest is not being assigned, in the name of the Holder and this Warrant shall promptly be canceled.
Exchange, Transfer or Assignment of Warrant. (a) If the Holder has received an opinion of counsel satisfactory to the Company that this Warrant may be freely sold or transferred without registration under the Act, as contemplated by Section 4 hereof, this Warrant, subject to subsection (b) of this Section 6, may be, at the option of the Holder, and upon presentation and surrender hereof to the Company at its principal office or to the Company's agent at its office, (i) exchanged for other Warrants of different denominations, entitling the Holder or Holders to purchase in the aggregate the same number of Warrant Shares at the Exercise Price or, (ii) if delivered together with a written notice specifying the denominations in which new Warrants are to be issued and signed by the Holder, divided or combined with other Warrants that carry the same rights.
(b) If the Holder has received an opinion of counsel satisfactory to the Company that this Warrant may be freely sold or transferred without registration under the Act, as contemplated by Section 4 hereof, (x) this Warrant may be transferred and assigned, subject to subparagraph (y) of this Section 6(b), at the option of the Holder, upon surrender of this Warrant to the Company at its principal office or to the Company's agent at its office, with the warrant assignment form attached hereto as ANNEX V (the "Warrant Assignment Form") duly executed and accompanied by funds sufficient to pay any transfer tax, except that (y) no transfer or assignment of this Warrant may be made unless (i) such transfer or assignment is a Permitted Transfer or (ii) the Company consents in writing to such transfer or assignment, which consent may be withheld in its absolute discretion. The Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees named in such Warrant Assignment Form and, if the Holder's entire interest is not being transferred or assigned, in the name of the Holder; and this Warrant shall promptly be cancelled.
(c) Any transfer or exchange of this Warrant shall be without charge to the Holder and any Warrant or Warrants issued pursuant to this Section 6 shall be dated the date hereof.
Exchange, Transfer or Assignment of Warrant. (1) This Warrant and the Warrant Shares are subject to the provisions of a Registration Rights Agreement dated as of December 22, 1999. Each holder of this Warrant Certificate by holding the same, consents and agrees that the registered holder hereof may be treated by the Company and all other persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby. The Holder, by its acceptance of this Warrant, will be subject to the provisions of, and will have the benefits of, the Registration Rights Agreement.
(2) Upon surrender of this Warrant to the Company, together with the attached Warrant Assignment Form duly executed, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee or assignees named in such instrument of assignment (and, if the Holder's entire interest is not being assigned, in the name of the Holder) and this Warrant shall promptly be cancelled.
Exchange, Transfer or Assignment of Warrant. Subject to compliance with the Stockholder Agreement, the Holder of this Warrant shall be entitled, without obtaining the consent of the Company to assign and transfer this Warrant, at any time in whole or from time to time in part, to any Person or Persons. Subject to the preceding sentence, upon surrender of this Warrant to the Company, together with the attached Warrant Assignment Form duly executed, the Company shall, as promptly as reasonably practicable and without charge, execute and deliver new Warrant Certificates in the name of the assignee or assignees named in such instrument of assignment and, if the Holder's entire interest is not being assigned, in the name of the Holder and this Warrant Certificate shall promptly be canceled. Each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that the registered holder hereof may be treated by the Company and all other persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby.
