Restrictions on Transfer Clause Example with 6 Variations from Business Contracts

This page contains Restrictions on Transfer 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.
Restrictions on Transfer. (a) Restrictions. This Warrant and the Warrant Shares issuable upon exercise of this Warrant may not be assigned, transferred, sold, or otherwise disposed of unless (i) there is in effect a registration statement under the Securities Act covering such sale, transfer, or other disposition or (ii) the Holder furnishes to the Company an opinion of counsel, reasonably acceptable to counsel for the Company, to the effect that the proposed sale, transfer, or other disposition may be effected without r...egistration under the Securities Act, as well as such other documentation incident to such sale, transfer, or other disposition as the Company's counsel shall reasonably request. (b) Legend. Any Warrant Shares issued upon the exercise of this Warrant shall bear substantially the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective registration statement and with respect to the shares or an exemption from the registration requirements of said act that is then applicable to the shares, as to which a prior opinion of counsel acceptable to the issuer or transfer agent may be required." 2 5. THE SHARES. The Company covenants that all the Warrant Shares which shall be issuable upon exercise of this Warrant shall be duly and validly issued and fully paid and non-assessable and free from all taxes, liens, and charges with respect to the issue thereof. View More

Variations of a "Restrictions on Transfer" Clause from Business Contracts

Restrictions on Transfer. (a) Restrictions. This Warrant Warrant, and the Warrant Shares or any other security issuable upon exercise of this Warrant may not be assigned, transferred, sold, or otherwise disposed of unless (i) there is in effect a registration statement under the Securities Act of 1933, as amended (the "Act") covering such sale, transfer, or other disposition or (ii) the Holder furnishes to the Company an opinion of counsel, reasonably acceptable to counsel for the Company, to the effect that the proposed... sale, transfer, or other disposition may be effected without registration under the Securities Act, as well as such other documentation incident to such sale, transfer, or other disposition as the Company's counsel shall reasonably request. (b) Legend. Any Warrant Shares issued upon the exercise of this Warrant shall bear substantially the following legend: "The shares represented "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AND WITH RESPECT TO THE SHARES OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE SHARES, AS TO WHICH A PRIOR OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER OR TRANSFER AGENT MAY BE REQUIRED." (c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by this certificate have not been registered under the Securities Act Company or on behalf of 1933, as amended. The shares have been acquired the Company for investment and may not be offered, sold or otherwise transferred that purpose (the "Warrant Register"), in the absence name of an effective registration statement and with respect the record Holder hereof from time to the shares or an exemption from the registration requirements of said act that is then applicable to the shares, as to which a prior opinion of counsel acceptable to the issuer or transfer agent may be required." 2 5. THE SHARES. time. The Company covenants that all may deem and treat the Warrant Shares which shall be issuable upon exercise registered Holder of this Warrant shall be duly and validly issued and fully paid and non-assessable and free from all taxes, liens, and charges with respect as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the issue thereof. Holder, and for all other purposes, absent actual written notice to the contrary from the Holder. Upon thirty (30) days' prior written notice to the Holder, the Company may appoint a warrant agent (the "Warrant Agent") to maintain the Warrant Register. Either the transfer agent for the Company or a third party may be appointed by the Company as the Warrant Agent, at the Company's sole discretion. The Company shall remain responsible for the contents of the Warrant Register, notwithstanding the appointment of a Warrant Agent. View More
Restrictions on Transfer. (a) Restrictions. This Warrant Warrant, and the Warrant Shares or any other security issuable upon exercise of this Warrant may not be assigned, transferred, sold, or otherwise disposed of unless (i) there is in effect a registration statement under the Securities Act covering such sale, transfer, or other disposition or (ii) the Holder furnishes to the Company an opinion of counsel, reasonably acceptable to counsel for the Company, to the effect that the proposed sale, transfer, or other dispos...ition may be effected without registration under the Securities Act, as well as such other documentation incident to such sale, transfer, or other disposition as the Company's counsel shall reasonably request. (b) Legend. Any Warrant Shares issued upon the exercise of this Warrant shall bear substantially the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective registration statement and with respect to the shares or an exemption from the registration requirements of said act that is then applicable to the shares, as to which a prior opinion of counsel acceptable to the issuer or transfer agent may be required." 2 5. THE SHARES. (c) Warrant Register. The Company covenants shall register this Warrant, upon records to be maintained by the Company or on behalf of the Company for that all purpose (the "Warrant Register"), in the Warrant Shares which shall be issuable upon exercise name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant shall be duly and validly issued and fully paid and non-assessable and free from all taxes, liens, and charges with respect as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the issue thereof. Holder, and for all other purposes, absent actual written notice to the contrary from the Holder. Upon thirty (30) days' prior written notice to the Holder, the Company may appoint a warrant agent (the "Warrant Agent") to maintain the Warrant Register. Either the Transfer Agent or a third party may be appointed by the Company as the Warrant Agent, at the Company's sole discretion. The Company shall remain responsible for the contents of the Warrant Register, notwithstanding the appointment of a Warrant Agent. View More
Restrictions on Transfer. (a) Restrictions. This Warrant Warrant, and the Warrant Shares or any other security issuable upon exercise of this Warrant may not be assigned, transferred, sold, or otherwise disposed of unless (i) there is in effect a registration statement under the Securities Act covering such sale, transfer, or other disposition or (ii) the Holder furnishes to the Company an opinion of counsel, reasonably acceptable to counsel for the Company, to the effect that the proposed sale, transfer, or other dispos...ition may be effected without registration under the Securities Act, as well as such other documentation incident to such sale, transfer, or other disposition as the Company's counsel shall reasonably request. (b) Legend. Any Warrant Shares issued upon the exercise of this Warrant shall bear substantially the following legend: "The shares represented by this certificate have not been registered under the Securities Act of "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended. The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective registration statement and with respect to the shares or an exemption from the registration requirements of said act that is then applicable to the shares, as to which a prior opinion of counsel acceptable to the issuer or transfer agent may be required." 2 5. AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AND WITH RESPECT TO THE SHARES OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE SHARES, AS TO WHICH A PRIOR OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER OR TRANSFER AGENT MAY BE REQUIRED." 4. RESERVATION OF SHARES. The Company covenants that it will at all time reserve and keep available out of its authorized Common Stock, solely for the Warrant Shares purpose of issuance upon exercise of this Warrant, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of this Warrant shall be duly and validly issued and fully paid and non-assessable and free from all taxes, liens, and charges with respect to the issue thereof. 2 5. LOSS OR MUTILATION. If the Holder loses this Warrant, or if this Warrant is stolen, destroyed or mutilated, the Company shall issue an identical replacement Warrant upon the Holder's delivery to the Company of a customary agreement to indemnify the Company for any losses resulting from the issuance of the replacement Warrant. View More
Restrictions on Transfer. (a) Restrictions. This Warrant Warrant, and the Warrant Shares or any other security issuable upon exercise of this Warrant may not be assigned, transferred, sold, or otherwise disposed of unless (i) there is in effect a registration statement under the Securities Act covering such sale, transfer, or other disposition or (ii) the Holder furnishes to the Company an opinion of counsel, reasonably acceptable to counsel for the Company, to the effect that the proposed sale, transfer, or other dispos...ition may be effected without registration under the Securities Act, as well as such other documentation incident to such sale, transfer, or other disposition as the Company's counsel shall reasonably request. (b) Legend. Any Warrant Shares issued upon the exercise of this Warrant shall bear substantially the following legend: "The shares represented by this certificate have not been registered under the Securities Act of "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended. The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective registration statement and with respect to the shares or an exemption from the registration requirements of said act that is then applicable to the shares, as to which a prior opinion of counsel acceptable to the issuer or transfer agent may be required." 2 5. AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AND WITH RESPECT TO THE SHARES OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE SHARES, AS TO WHICH A PRIOR OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER OR TRANSFER AGENT MAY BE REQUIRED." 4. RESERVATION OF SHARES. The Company covenants that it will at all time reserve and keep available out of its authorized Common Stock, solely for the Warrant Shares purpose of issuance upon exercise of this Warrant, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of this Warrant shall be duly and validly issued and fully paid and non-assessable and free from all taxes, liens, and charges with respect to the issue thereof. View More
Restrictions on Transfer. (a) Restrictions. This Warrant and the Warrant Shares issuable upon exercise of this Warrant may not be assigned, transferred, sold, or otherwise disposed of unless (i) there is in effect a registration statement under the Securities Act covering such sale, transfer, or other disposition or (ii) the Holder furnishes to the Company an opinion of counsel, reasonably acceptable to counsel for the Company, to the effect that the proposed sale, transfer, or other disposition may be effected without r...egistration under the Securities Act, as well as such other documentation incident to such sale, transfer, or other disposition as the Company's counsel shall reasonably request. (b) Legend. Any Warrant Shares issued upon the exercise of this Warrant shall bear substantially the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective registration statement and with respect to the shares or an exemption from the registration requirements of said act that is then applicable to the shares, as to which a prior opinion of counsel acceptable to the issuer or transfer agent may be required." 2 5. THE 4. RESERVATION OF SHARES. The Company covenants that it will at all time reserve and keep available out of its authorized Common Stock, solely for the Warrant Shares purpose of issuance upon exercise of this Warrant, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of this Warrant shall be duly and validly issued and fully paid and non-assessable and free from all taxes, liens, and charges with respect to the issue thereof. View More
Restrictions on Transfer. (a) Restrictions. This Warrant Warrant, and the Warrant Shares or any other security issuable upon exercise of this Warrant may not be assigned, transferred, sold, or otherwise disposed of unless (i) there is in effect a registration statement under the Securities Act covering such sale, transfer, or other disposition or (ii) the Holder furnishes to the Company an opinion of counsel, reasonably acceptable to counsel for the Company, to the effect that the proposed sale, transfer, or other dispos...ition may be effected without registration under the Securities Act, as well as such other documentation incident to such sale, transfer, or other disposition as the Company's counsel shall reasonably request. (b) Legend. Any Warrant Shares issued upon the exercise of this Warrant shall bear substantially the following legend: "The shares represented by this certificate have not been registered under the Securities Act of "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended. The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective registration statement and with respect to the shares or an exemption from the registration requirements of said act that is then applicable to the shares, as to which a prior opinion of counsel acceptable to the issuer or transfer agent may be required." AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AND WITH RESPECT TO THE SHARES OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE SHARES, AS TO WHICH A PRIOR OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER OR TRANSFER AGENT MAY BE REQUIRED." 2 5. THE 4. RESERVATION OF SHARES. The Company covenants that it will at all time reserve and keep available out of its authorized Common Stock, solely for the Warrant Shares purpose of issuance upon exercise of this Warrant, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of this Warrant shall be duly and validly issued and fully paid and non-assessable and free from all taxes, liens, and charges with respect to the issue thereof. View More