Assignments Clause Example with 6 Variations from Business Contracts
This page contains Assignments clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Assignments. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. 2 15. Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at Payee's option, at any time prior to payment in full of the principal balance of this Note, Payee may elect to convert up to Seven H...undred Forty-Seven Thousand Five Hundred Dollars ($747,500) of the unpaid principal balance of this Note into that number of warrants, each whole warrant exercisable for one share of Class A common stock of the Maker upon the consummation of an initial business combination (the "Conversion Warrants"), equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) $1.00, rounded up to the nearest whole number of warrants. The Conversion Warrants shall be identical to the warrants issued by the Maker to the Payee in a private placement upon consummation of the IPO. The Conversion Warrants and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.View More
Variations of a "Assignments" Clause from Business Contracts
Assignments. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. 2 15. Conversion. (a) Notwithstanding anything contained in this Note void; provided, however, that the foregoing shall not apply to an affiliate of Payee who agrees to be bound to the contrary, at Payee's option, at any t...ime prior to payment in full of the principal balance terms of this Note, Payee may elect to convert up to Seven Hundred Forty-Seven Thousand Five Hundred Dollars ($747,500) of Note. Each Conversion Unit shall have the unpaid principal balance of this Note into that number of warrants, each whole warrant exercisable for one share of Class A common stock of same terms and conditions as the Maker upon the consummation of an initial business combination (the "Conversion Warrants"), equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) $1.00, rounded up to the nearest whole number of warrants. The Conversion Warrants shall be identical to the warrants units issued by the Maker pursuant to the Payee in a private placement upon consummation of to Payee, as described in Maker's Registration Statement on Form S-1 (No. 333-252109), including the IPO. transfer restrictions applicable thereto. The Conversion Warrants and their Units, the common stock underlying securities, the Conversion Units, the warrants underlying the Conversion Units and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, stock, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. that certain registration rights agreement between the Maker and the parties thereto, dated as of February 4, 2021. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, Units, (iii) Maker shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction within five (5) business days following receipt by Maker of Payee, Payee's election to convert this Note pursuant to this Section 15, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Warrants, Units, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws. (c) The Holders Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants Units upon conversion of this Note pursuant hereto; provided, however, that the Holders Payee shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders Payee in connection with any such conversion. (d) The Conversion Warrants Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. View More
Assignments. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. 2 15. 3 14. Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at Payee's option, at any time prior to payment in full of the principal balance of this Note, Payee may elect to convert up to S...even Hundred Forty-Seven Thousand Five Hundred Dollars ($747,500) all or any portion of the unpaid principal balance of this Note into that number of warrants, each whole warrant exercisable for warrants to purchase one share of Class A common stock Common Stock, $0.0001 par value per share, of the Maker upon the consummation of an initial business combination (the "Conversion Warrants"), "Working Capital Warrants") equal to: (x) the portion of to the principal amount of this the Note being so converted pursuant to this Section 15, divided by (y) $1.00, rounded up to the nearest whole number of warrants. One Dollar Fifty Cents ($1.50). The Conversion Working Capital Warrants shall be identical to the warrants issued by the Maker to the Payee in a private placement upon consummation at the time of the IPO. Maker's initial public offering and shall serve as full and complete satisfaction of any and all liabilities and obligations of the Maker pursuant to this Note. The Conversion Working Capital Warrants and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 15 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Working Capital Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) affiliates or their designees) (Payee or such other persons, the "Holders") the Conversion Working Capital Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or Maker, by any other agreement between Maker and Payee and or the applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Working Capital Warrants upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Working Capital Warrants shall not be issued upon conversion of this Note unless (i) such issuance and such conversion comply with all applicable provisions of law. law and (ii) the holder thereof shall have complied with Section 15(b) of this Note. View More
Assignments. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. 2 void; provided, however, that the foregoing shall not apply to an affiliate of the Payee who agrees to be bound by the terms of this Note. 3 15. Conversion. (a) Notwithstanding anything contained in this Note At the Paye...e's option upon notice to the contrary, at Payee's option, Maker, at any time prior to payment in full of the principal balance of this Note, the Payee may elect to convert up to Seven Hundred Forty-Seven Thousand Five Hundred Dollars ($747,500) all or any portion of the unpaid principal balance of this Note into that a number of warrants, each whole warrant exercisable for one share warrants (the "Warrants") to purchase shares of Class A common stock Common Stock. Each $1.00 of the Maker upon the consummation of an initial business combination (the "Conversion Warrants"), equal to: (x) the portion of the such principal amount of this Note being converted pursuant to this Section 15, divided by (y) $1.00, rounded up to the nearest whole number of warrants. The Conversion Warrants balance shall be identical to converted into one (1) Warrant. Each Warrant shall have the same terms and conditions as the warrants issued by the Maker pursuant to the Payee in a private placement upon consummation placement, except that (i) the Warrants shall not be exercisable more than five years from the effective date of the IPO. Registration Statement, as described in Maker's Registration Statement on Form S-1 (333-216546) and (ii) the Warrants, and the shares of Common Stock issuable upon exercise of the Warrants, shall be subject to certain additional restrictions on transfer, in accordance with Financial Industry Regulatory Authority Rule 5110(g)(1), as set forth under the terms of that certain letter agreement, dated as of May 17, 2017, by and among the Maker, the Payee and each of the Maker's officers, directors and director nominees. The Conversion Warrants, the shares of the Common Stock of Maker underlying the Warrants and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, reorganization (the "Warrant Shares"), shall be entitled to the registration rights set forth in Section 16 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, (iii) Maker shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, shall deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws. (c) The Holders Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants upon conversion of this Note pursuant hereto; provided, however, that the Holders Payee shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders Payee in connection with any such conversion. (d) The Conversion Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. View More
Assignments. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. 2 3 15. Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at Payee's option, at any time prior to payment in full upon receiving due notification by Maker of the principal balance of this Not...e, a DeSPAC Transaction, Payee may elect to convert up to Seven Hundred Forty-Seven Thousand Five Hundred Dollars ($747,500) of the unpaid principal balance of under this Note into that number of warrants, units, each whole warrant exercisable for one share of Class A common stock of unit being identical to the Maker upon private units issued in the consummation of an initial business combination private placement that occurred concurrently with the Maker's IPO (the "Conversion Warrants"), Units"), the total Conversion Units so issued shall be equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) $1.00, the conversion price of Ten Dollars ($10.00), rounded up to the nearest whole number of warrants. units. The Conversion Warrants shall be identical to the warrants issued by the Maker to the Payee in a private placement upon consummation of the IPO. The Conversion Warrants Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock share dividend or stock share split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, Units , (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, and simultaneous with the surrender of the Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee (Payee, or such other persons, are known herein as the "Holder" or "Holders") the Conversion Warrants, Units, which shall bear such legends as are required, required in the opinion of legal counsel to Maker or (or by any other agreement between Maker and Payee Payee) and applicable state and federal securities laws. laws, rules and regulations. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants Units upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.View More
Assignments. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. void; provided, however, that the foregoing shall not apply to an affiliate of Payee who agrees to be bound to the terms of this Note. 2 15. Conversion. (a) Notwithstanding anything contained in this Note to the contrary, ...at Payee's option, at any time if, prior to payment in full of the Business Combination, the principal balance of the this Note, Note has not been paid in full, then, at Payee's option, , Payee may elect to convert convert, on the date of the Business Comabination, up to Seven Six Hundred Forty-Seven Thousand Five Hundred Dollars ($747,500) ($600,000.00) of the unpaid principal balance of this Note into that number of warrants, units, each whole unit consisting of one Class A ordinary share of the Maker, one right exchangeable into one-tenth of one Class A ordinary share and one warrant exercisable for one-half of one share of Class A common stock ordinary share of the Maker upon the consummation of an initial business combination (the "Conversion Warrants"), Units"), equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) $1.00, $10.00, rounded up to the nearest whole number of warrants. units. The Conversion Warrants Units shall be identical to the warrants units issued by the Maker to the Payee in a private placement upon consummation of the IPO. Maker's initial public offering. The Conversion Warrants Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock share dividend or stock share split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, Units, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Warrants, Units, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants Units upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Warrants Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. View More
Assignments. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. void; provided, however, that the foregoing shall not apply to an affiliate of Payee who agrees to be bound to the terms of this Note. 2 15. Conversion. (a) Notwithstanding anything contained in this Note to the contrary, ...at Payee's option, at any time prior to payment in full of the principal balance of this Note, Payee may elect to convert up to Seven Hundred Forty-Seven Thousand Five Hundred Dollars ($747,500) all or any portion of the unpaid principal balance of this Note into that number of warrants, units, each whole unit consisting of one ordinary share of the Maker, one warrant exercisable for one half of one ordinary share of Class A common stock the Maker and one right to receive one-tenth (1/10) of one ordinary share of the Maker upon the consummation of an initial business combination (the "Conversion Warrants"), Units"), equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) $1.00, $10.00, rounded up to the nearest whole number of warrants. units. The Conversion Warrants Units shall be identical to the warrants units issued by the Maker to the Payee in a private placement upon consummation of the IPO. Maker's initial public offering. The Conversion Warrants Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, Units, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Warrants, Units, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants Units upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Warrants Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. View More
