Registration of Transfers Clause Example with 8 Variations from Business Contracts
This page contains Registration of Transfers 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.
Registration of Transfers. Subject to compliance with all applicable securities laws, the Company shall, or shall cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment of all applicable transfer taxes. Upon any such registration of transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a "New Warrant") evidencing the portion of this Warrant so transferred shall ...be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder had in respect of this Warrant. The Company shall, or shall cause its Transfer Agent to, prepare, issue and deliver at the Company's own expense any New Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder of this Warrant for all purposes, and the Company shall not be affected by any notice to the contrary. 2 4. Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant at any time and from time to time on or after the Original Issue Date and through and including 5:30 P.M. New York City time, on the Expiration Date. At 5:30 P.M., New York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be void and of no value and this Warrant shall terminate and no longer be outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "net share exercise" if so indicated in the Exercise Notice pursuant to Section 10 below), and the date on which the last of such items is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant to the Holder evidencing its right to purchase the remaining number of Warrant Shares. For the avoidance of doubt, the Company may not substitute, and the Holder may not request, a cash payment in satisfaction of the Company's obligation to issue and deliver Warrant Shares pursuant to an Exercise Notice, other than as specified in Sections 9(c) or 12 of this Warrant.View More
Variations of a "Registration of Transfers" Clause from Business Contracts
Registration of Transfers. Subject to compliance with all applicable securities laws, the transfer restrictions set forth in the Subscription Agreement, the Company shall, or shall cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto as Exhibit A duly completed and payment of all applicable transfer taxes. signed, to the Company at its address specified herein. Upon any such registration...of or transfer, a new warrant Warrant to purchase Common Stock Stock, in substantially the form of this Warrant (any such new warrant, Warrant, a "New Warrant") Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee, transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder had in respect of this Warrant. The Company shall, or shall cause its Transfer Agent to, prepare, issue and deliver at the Company's own expense any New Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and a holder of this Warrant for all purposes, and the Company shall not be affected by any notice to the contrary. a Warrant. 2 4. Exercise and Duration of Warrants. (a) All or any part of this This Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant at any time and from time to time on or from and after the Original Issue Closing Date and through and including 5:30 P.M. New York City time, on the Expiration Date. At 5:30 P.M., New York City time, on the Expiration Date, the portion in whole or in part (but not as to fractional shares), by (i) delivery of this Warrant not exercised prior thereto shall be void and of no value and this Warrant shall terminate and no longer be outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise a written notice, in the form attached hereto as Schedule 1 hereto Exhibit B (the "Exercise Notice"), completed and duly signed, of the Holder's election to exercise this Warrant and (ii) payment if both (A) the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 4(a) of this Warrant, and (B) a registration statement registering the issuance of the Warrant Shares under the Securities Act of 1933, as amended (the "Securities Act"), is effective and available for the issuance of the Warrant Shares, or an exemption from registration under the Securities Act is available for the issuance of the Warrant Shares, payment to the Company, of an amount equal to the applicable Exercise Price for multiplied by the number of Warrant Shares as to which this Warrant is being exercised (which may take (the "Aggregate Exercise Price") by wire transfer of immediately available funds (a "Cash Exercise"). At 5:00 p.m., New York City time on the form Expiration Date, the portion of a "net share exercise" if so indicated in this Warrant not exercised or sold to the Exercise Notice Company, pursuant to Section 10 below), 13 hereof, prior thereto shall be and become void and of no value. (a) Cashless Exercise. Notwithstanding anything contained herein to the date on which contrary, the last Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of such items is delivered making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the "Net Number" of shares of Common Stock determined according to the following formula (a "Cashless Exercise"): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= the Weighted Average Price of the shares of Common Stock (as determined in accordance with reported by Bloomberg) on the notice provisions hereof) is an "Exercise Date." The Holder shall not be required to deliver date immediately preceding the original Warrant in order to effect an exercise hereunder. Execution and delivery date of the Exercise Notice shall have Notice. C= the same Exercise Price then in effect as cancellation of for the original Warrant and issuance of a New Warrant to the Holder evidencing its right to purchase the remaining number of Warrant Shares. For the avoidance of doubt, the Company may not substitute, and the Holder may not request, a cash payment in satisfaction of the Company's obligation to issue and deliver applicable Warrant Shares pursuant to an Exercise Notice, other than as specified in Sections 9(c) or 12 at the time of this Warrant. such exercise. View More
Registration of Transfers. Subject to the restrictions on transfer set forth herein, and compliance with all applicable securities laws, the Company shall, or shall cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon (i) surrender of this Warrant, with the Form of Assignment attached as Schedule 2 hereto duly completed and payment signed, to the Company at its address specified herein and (ii) (x) delivery, at the request of the Company, of an opinion of c...ounsel reasonably satisfactory to the Company to the effect that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and all applicable transfer taxes. state securities or blue sky laws and (y) delivery by the transferee of a written statement to the Company certifying that the transferee is an "accredited investor" as defined in Rule 501(a) under the Securities Act and making the representations and certifications set forth in Section 11 below, to the Company at its address specified herein to the extent that representations and certifications are deemed necessary by counsel to the Company in order to comply with applicable securities laws. Upon any such registration of or transfer, a new warrant to purchase Common Stock Shares in substantially the form of this Warrant (any such new warrant, a "New Warrant") evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the a Holder had in respect of this a Warrant. The Company shall, or shall cause its Transfer Agent to, prepare, issue and deliver at the Company's own expense any New Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder of this Warrant for all purposes, and the Company shall not be affected by any notice to the contrary. 2 1 4. Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant at any time and from time to time on or after the Original Issue Trigger Date and through and including 5:30 4:30 P.M. New York City time, prevailing Eatern time on the Expiration Date. At 5:30 4:30 P.M., New York City prevailing Eastern time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall terminate be terminated and no longer be outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), appropriately completed and duly signed, and (ii) payment of the Exercise Price in immediately available funds for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "net share "cashless exercise" if so indicated in the Exercise Notice pursuant Notice), or (iii) by surrender of shares of Stock having an aggregate value equal to the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as determined in accordance with Section 10 10, below), as well as applicable transfer taxes, as provided herein, and the date on which the last of such items is are delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." The delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable Exercise Price as provided above shall constitute the Holder's certification to the Company that its representations contained in Section 11 below are true and correct as of the Exercise Date as if remade in their entirety. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. hereunder, unless the Warrant is exercised in full. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant to evidencing the Holder evidencing its right to purchase the remaining number of Warrant Shares. For the avoidance of doubt, the Company may not substitute, and the Holder may not request, a cash payment in satisfaction of the Company's obligation to issue and deliver Warrant Shares pursuant to an Exercise Notice, other than as specified in Sections 9(c) or 12 of this Warrant.View More
Registration of Transfers. Subject to compliance with all applicable securities laws, the The Company shall, or shall cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and payment of all applicable transfer taxes. signed, to the Company at its address specified herein. Upon any such registration of transfer, a new warrant to purchase Common Stock Stock, in substantially... the form of this Warrant (any such new warrant, a "New Warrant") Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee, transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of a holder of a Warrant. 1 Equal to 100% of the New Warrant that number of Shares Purchased in the Holder had in respect of this Warrant. The Company shall, or shall cause its Transfer Agent to, prepare, issue and deliver at the Company's own expense any New Warrant under this Section Offering by a Purchaser 1 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder of this Warrant for all purposes, and the Company shall not be affected by any notice to the contrary. 2 4. Exercise and Duration of Warrants. Warrant. (a) All or any part of this This Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant at any time and from time to time on or after the Original Issue Initial Exercise Date and through and including 5:30 P.M. New York City time, on the Expiration Date. At 5:30 P.M., New York City time, time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall terminate and no longer be outstanding. value. (b) The A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "net share "cashless exercise" if so indicated in the Exercise Notice and only if a "cashless exercise" may occur at such time pursuant to Section 10 9 below), and the date on which the last of such items is are delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution hereunder; provided, however, that in the event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise. In the event of a partial exercise of this Warrant, execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant to evidencing the Holder evidencing its right to purchase the remaining number of Warrant Shares. For the avoidance of doubt, the Company may not substitute, and the Holder may not request, a cash payment in satisfaction of the Company's obligation to issue and deliver Warrant Shares pursuant to an Exercise Notice, other than as specified in Sections 9(c) or 12 of this Warrant.View More
Registration of Transfers. Subject to compliance with all applicable securities laws, the The Company shall, or shall cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon (i) surrender of this Warrant, with the Form of Assignment attached as Schedule 2 hereto duly completed and payment signed, to the Company's transfer agent or to the Company at its address specified herein (ii) delivery, at the request of the Company, of an opinion of counsel reasonably sa...tisfactory to the Company to the effect that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable transfer taxes. state securities or blue sky laws and (iii) delivery by the transferee of a written statement to the Company certifying that the transferee is an "accredited investor" as defined in Rule 501(a) under the Securities Act and making such representations and certifications as the Company may reasonably request. Upon any such registration of or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a "New Warrant") evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the a Holder had in respect of this a Warrant. The Company shall, or shall cause its Transfer Agent to, prepare, issue and deliver at the Company's own expense any New Warrant under this Section 1 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder of this Warrant for all purposes, and the Company shall not be affected by any notice to the contrary. 2 4. Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant at any time and from time to time on or after the Original Issue Trigger Date and through and including 5:30 5:00 P.M. New York City time, prevailing Pacific time on the Expiration Date. At 5:30 5:00 P.M., New York City prevailing Pacific time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall terminate be terminated and no longer be outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "net share "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise" may occur at such time pursuant to Section 10 9 below), and the date on which the last of such items is are delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." The delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable Exercise Price shall be accompanied by the delivery by the Holder of a written statement to the Company certifying that the Holder is an "accredited investor" as defined in Rule 501(a) under the Securities Act and making such representations and certifications as the Company may reasonably request. The Holder shall not be required to deliver the original Warrant in order to effect affect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant to evidencing the Holder evidencing its right to purchase the remaining number of Warrant Shares. For the avoidance of doubt, the Company may not substitute, and the Holder may not request, a cash payment in satisfaction of the Company's obligation to issue and deliver Warrant Shares pursuant to an Exercise Notice, other than as specified in Sections 9(c) or 12 of this Warrant.View More
Registration of Transfers. Subject to compliance with all applicable securities laws, the Company shall, or shall will cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment of for all applicable transfer taxes. taxes (if any). Upon any such registration of or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a "New Warrant") evidencing the portion of this W...arrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder had has in respect of this Warrant. The Company shall, or shall will cause its Transfer Agent to, prepare, issue and deliver at the Company's own expense any New Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder of this Warrant for all purposes, and the Company shall not be affected by any notice to the contrary. 2 4. Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any the manner permitted by this Warrant set forth in Section 10 at any time and from time to time on or after the Original Issue Date and through and including 5:30 P.M. New York City time, on the Expiration Date. At 5:30 P.M., New York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be void and of no value and this Warrant shall terminate and no longer be outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "net share exercise" if so indicated in the Exercise Notice pursuant to Section 10 below), and the signed. The date on which the last of such items exercise notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant to evidencing the Holder evidencing its right to purchase the remaining number of Warrant Shares. For the avoidance Shares, if any. The Holder and any assignee, by acceptance of doubt, the Company may not substitute, this Warrant, acknowledge and the Holder may not request, a cash payment in satisfaction agree that, by reason of the Company's obligation to issue and deliver provisions of this paragraph, following the purchase of a portion of the Warrant Shares pursuant to an Exercise Notice, other hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than as specified in Sections 9(c) or 12 of this Warrant. the amount stated on the face hereof. View More
Registration of Transfers. Subject to compliance with all applicable securities laws, the Company shall, or shall will cause its Transfer the Warrant Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, together with a written assignment of this Warrant substantially in the form attached hereto as Schedule 2 duly executed by the Holder, and payment of for all applicable transfer taxes. taxes accompanied by reasonable evidence of authority of the par...ty making such request that may be required by the Warrant Agent including, but not limited to, the signature guarantee of a guarantor institution which is a participant in a signature guarantee program approved by the Securities Transfer Association. Upon any such registration of or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a "New Warrant") evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder had has in respect of this Warrant. The Company shall, or shall will cause its Transfer the Warrant Agent to, prepare, issue and deliver at the Company's own expense any New Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder of this Warrant for all purposes, and the Company shall not be affected by any notice to the contrary. 2 4. Exhibit 4.14. Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the Original Issue Date and through and including 5:30 P.M. New York City time, on the Expiration Date. At 5:30 P.M., New York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be void and of no value and this Warrant shall terminate and no longer be outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "net share "cashless exercise" if so indicated in the Exercise Notice pursuant to Section 10 below), and the date on which the last of such items is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant to evidencing the Holder evidencing its right to purchase the remaining number of Warrant Shares. For the avoidance of doubt, the Company may not substitute, and the Holder may not request, a cash payment in satisfaction of the Company's obligation to issue and deliver Warrant Shares pursuant to an Exercise Notice, other than as specified in Sections 9(c) or 12 of this Warrant. Shares, if any. View More
Registration of Transfers. Subject to compliance with all applicable securities laws, the Company shall, or shall will cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment of for all applicable transfer taxes. taxes (if any). Upon any such registration of or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a "New Warrant") evidencing the portion of this W...arrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder had has in respect of this Warrant. The Company shall, or shall will cause its Transfer Agent to, prepare, issue and deliver at the Company's own expense any New Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder of this Warrant for all purposes, and the Company shall not be affected by any notice to the contrary. 2 A-2 4. Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any the manner permitted by this Warrant set forth in Section 10 at any time and from time to time on or after the Original Issue Date and through and including 5:30 P.M. New York City time, on the Expiration Date. At 5:30 P.M., New York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be void and of no value and this Warrant shall terminate and no longer be outstanding. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "net share exercise" if so indicated in the Exercise Notice pursuant to Section 10 below), and the signed. The date on which the last of such items exercise notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant to evidencing the Holder evidencing its right to purchase the remaining number of Warrant Shares. For the avoidance Shares, if any. The Holder and any assignee, by acceptance of doubt, the Company may not substitute, this Warrant, acknowledge and the Holder may not request, a cash payment in satisfaction agree that, by reason of the Company's obligation to issue and deliver provisions of this paragraph, following the purchase of a portion of the Warrant Shares pursuant to an Exercise Notice, other hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than as specified in Sections 9(c) or 12 of this Warrant. the amount stated on the face hereof. View More
Registration of Transfers. Subject to compliance with all applicable securities laws, the Company shall, or shall will cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment of for all applicable transfer taxes. taxes (if any). Upon any such registration of or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a "New Warrant") evidencing the portion of this W...arrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder had has in respect of this Warrant. The Company shall, or shall will cause its Transfer Agent to, prepare, issue and deliver at the Company's own expense any New Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder of this Warrant for all purposes, and the Company shall not be affected by any notice to the contrary. 2 Execution Copy 4. Exercise and Duration of Warrants. (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant (including Section 11) at any time and from time to time on or after the Original Issue Date Date, and through and including 5:30 P.M. New York City time, on the Expiration Date. At 5:30 P.M., New York City time, on the Expiration Date, the portion of this Warrant such rights shall not exercised prior thereto shall be void and of no value and this Warrant shall terminate and no longer be outstanding. expire. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the "Exercise Notice"), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a "net share "cashless exercise" if so indicated in the Exercise Notice pursuant to Section 10 below), below) and the date on which the last of such items is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant to evidencing the Holder evidencing its right to purchase the remaining number of Warrant Shares. For the avoidance Shares, if any. The Holder and any assignee, by acceptance of doubt, the Company may not substitute, this Warrant, acknowledge and the Holder may not request, a cash payment in satisfaction agree that, by reason of the Company's obligation to issue and deliver provisions of this paragraph, following the purchase of a portion of the Warrant Shares pursuant to an Exercise Notice, other hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than as specified in Sections 9(c) or 12 of this Warrant. the amount stated on the face hereof. View More
