Restrictions on Transfer Clause Example with 27 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) Registration or Exemption Required. This Warrant has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue of Regulation D and exempt from state registration or qualification under applicable state laws. Neither the Warrant nor the Exercise Shares may be pledged, transferred, sold, assigned, hypothecated or otherwise disposed of except pursuant to an effective registration statement covering the resale of such securities or an exemption to the... registration requirements of the Securities Act and applicable state laws including, without limitation, a so-called "4(1) and a half" transaction. This Warrant shall be subject to the restrictions on transfer set forth in the Shareholders Agreement. (b) Assignment. Subject to applicable securities laws and Section 8(a) (including the Holder's compliance with the transfer restrictions set forth in the Shareholders Agreement), the Holder may sell, transfer, assign, pledge, or otherwise dispose of this Warrant, in whole or in part. Holder shall deliver a written notice to Company, substantially in the form of the Assignment attached hereto as Exhibit B, indicating the Person or Persons to whom the Warrant shall be assigned and the respective number of warrants to be assigned to each assignee. The Company shall effect the assignment within five (5) Trading Days (the "Transfer Delivery Period"), and shall deliver to the assignee(s) designated by Holder a Warrant or Warrants of like tenor and terms for the appropriate number of shares. Subject to the foregoing, this Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant, and shall be enforceable by any such Holder. For avoidance of doubt, in the event Holder notifies the Company that such sale or transfer is a so called "4(1) and half" transaction, the parties hereto agree that a legal opinion from outside counsel for the Holder delivered to counsel for the Company shall be the only requirement to satisfy an exemption from registration under the Securities Act to effectuate such "4(1) and half" transaction.View More
Variations of a "Restrictions on Transfer" Clause from Business Contracts
Restrictions on Transfer. (a) Registration or Exemption Required. This Warrant has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue of Regulation D and exempt from state registration or qualification under applicable state laws. Neither the Warrant nor the Exercise Shares may be pledged, transferred, sold, assigned, hypothecated or otherwise disposed of except pursuant to an effective registration statement covering the resale of such securities or an exemption to the... registration requirements of the Securities Act and applicable state laws including, without limitation, a so-called "4(1) and a half" transaction. This Warrant shall be subject to the restrictions on transfer set forth in the Shareholders Agreement. Intentionally Deleted. (b) Assignment. Subject to applicable securities laws and Section 8(a) (including 6.5 of the Holder's compliance with the transfer restrictions set forth in the Shareholders Agreement), Facility Agreement, the Holder may sell, transfer, assign, pledge, hypothecate or otherwise dispose (collectively, "Transfer") of this Warrant, Note, in whole or in part. Holder shall deliver a written notice to Company, substantially in the form of the Assignment attached hereto as Exhibit B, indicating the Person or Persons to whom the Warrant Note shall be assigned Transferred and the respective number principal amount of warrants this Note to be assigned Transferred to each assignee. The Company shall effect the assignment Transfer within five (5) Trading three (3) Business Days (the "Transfer Delivery Period"), and shall deliver to the assignee(s) designated by Holder a Warrant Note or Warrants Notes of like tenor and terms for the appropriate number of shares. Subject to the foregoing, this Warrant principal amount. This Note and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Holder. The provisions of this Warrant Note are intended to be for the benefit of all Holders from time to time of this Warrant, Note, and shall be enforceable by any such Holder. For avoidance of doubt, in the event Holder notifies the Company that such sale or transfer is a so called "4(1) and half" transaction, the parties hereto agree that a legal opinion from outside counsel for the Holder delivered to counsel for the Company shall be the only requirement to satisfy an exemption from registration under the Securities Act to effectuate such "4(1) and half" transaction.View More
Restrictions on Transfer. (a) Registration or Exemption Required. This Warrant Note has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue Act. None of Regulation D and exempt from state registration the Note or qualification under applicable state laws. Neither 9 the Warrant nor the Exercise Conversion Shares issued hereunder may be pledged, transferred, sold, assigned, hypothecated or otherwise disposed of except pursuant to an effective registration statement coverin...g the resale of such securities or an exemption to the registration requirements of the Securities Act and applicable state laws including, without limitation, laws, including Rule 144 under the Securities Act, Section 4(a)(7) of the Securities Act or a so-called "4(1) "4[(a)](1) and a half" transaction. This Warrant shall be subject to the restrictions on transfer set forth in the Shareholders Agreement. (b) Assignment. Subject to applicable securities laws and Section 8(a) (including the Holder's compliance with the transfer restrictions set forth in the Shareholders Agreement), the Holder may sell, transfer, assign, pledge, This Note is assignable or otherwise dispose of this Warrant, transferable, in whole or in part. Holder part, only to the extent such assignment or transfer is permitted pursuant to the terms of the Facility Agreement; provided that (i) the Lender shall deliver a written notice to Company, the Borrower, substantially in the form of the Assignment attached hereto as Exhibit B, indicating the Person or Persons to whom the Warrant Note shall be assigned and the respective number Principal amount of warrants the Note to be assigned to each assignee. The Company Borrower shall effect the assignment within five (5) Trading Days (the "Transfer Delivery Period"), three (3) business days, and shall deliver to the assignee(s) designated by Holder the Lender a Warrant Note or Warrants Notes of like tenor and terms for the appropriate number of shares. Subject to the foregoing, this Warrant Principal amount. This Note and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Holder. Lender. The provisions of this Warrant Note are intended to be for the benefit of all Holders Lenders from time to time of this Warrant, Note, and shall be enforceable by any such Holder. For avoidance of doubt, in Lender. This Note is not (and any rights or obligations hereunder are not) not assignable or transferable by the event Holder notifies the Company that Borrower under any circumstance and any such sale prohibited assignment or transfer is a so called "4(1) and half" transaction, the parties hereto agree that a legal opinion from outside counsel for the Holder delivered to counsel for the Company shall be the only requirement to satisfy an exemption from registration under the Securities Act to effectuate such "4(1) and half" transaction. absolutely void ab initio. View More
Restrictions on Transfer. (a) Registration or Exemption Required. This Warrant Note has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue of Regulation D and exempt from state registration or qualification under applicable state laws. Neither the Warrant nor the Exercise Shares Act. This Note may not be pledged, transferred, sold, assigned, hypothecated or otherwise disposed of except pursuant to an effective registration statement covering the resale of such securitie...s or an exemption to the registration requirements of the Securities Act and applicable state laws including, without limitation, laws, including Rule 144 under the Securities Act, Section 4(a)(7) of the Securities Act or a so-called "4(1) "4[(a)](1) and a half" transaction. This Warrant shall be subject to the restrictions on transfer set forth in the Shareholders Agreement. (b) Assignment. Subject to applicable securities laws and Section 8(a) (including the Holder's compliance with the transfer restrictions set forth in the Shareholders Agreement), the Holder may sell, transfer, assign, pledge, This Note is assignable or otherwise dispose of this Warrant, transferable, in whole or in part. Holder part, only to the extent such assignment or transfer is permitted pursuant to the terms of the Facility Agreement; provided that (i) the Lender shall deliver a written notice to Company, the Borrower, substantially in the form of the Assignment attached hereto as Exhibit B, indicating the Person or Persons to whom the Warrant Note shall be assigned and the respective number Principal amount of warrants the Note to be assigned to each assignee. The Company Borrower shall effect the assignment within five (5) Trading Days (the "Transfer Delivery Period"), three (3) business days, and shall deliver to the assignee(s) designated by Holder the Lender a Warrant Note or Warrants Notes of like tenor and terms for the appropriate number of shares. Subject to the foregoing, this Warrant Principal amount. This Note and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Holder. Lender. The provisions of this Warrant Note are intended to be for the benefit of all Holders Lenders from time to time of holding this Warrant, Note, and shall be enforceable by any such Holder. For avoidance of doubt, in Lender. This Note is not (and any rights or obligations hereunder are not) not assignable or transferable by the event Holder notifies the Company that Borrower under any circumstance, and any such sale prohibited assignment or transfer is a so called "4(1) and half" transaction, the parties hereto agree that a legal opinion from outside counsel for the Holder delivered to counsel for the Company shall be the only requirement to satisfy an exemption from registration under the Securities Act to effectuate such "4(1) and half" transaction. absolutely void ab initio. View More
Restrictions on Transfer. (a) Registration or Exemption Required. This Warrant Note has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue Act. None of Regulation D and exempt from state registration the Note or qualification under applicable state laws. Neither the Warrant nor the Exercise Conversion Shares issued hereunder may be pledged, transferred, sold, assigned, hypothecated or otherwise disposed of except pursuant to an effective registration statement covering ...the resale of such securities or an exemption to the registration requirements of the Securities Act and applicable state laws including, without limitation, laws, including Rule 144 under the Securities Act, Section 4(a)(7) of the Securities Act or a so-called "4(1) "4[(a)](1) and a half" transaction. This Warrant shall be subject to the restrictions on transfer set forth in the Shareholders Agreement. (b) Assignment. Subject to applicable securities laws and Section 8(a) (including the Holder's compliance with the transfer restrictions set forth in the Shareholders Agreement), the Holder may sell, transfer, assign, pledge, This Note is assignable or otherwise dispose of this Warrant, transferable, in whole or in part. Holder part, only to the extent such assignment or transfer is permitted pursuant to the terms of the Facility Agreement; provided that (i) the Lender shall deliver a written notice to Company, the Borrower, substantially in the form of the Assignment attached hereto as Exhibit B, indicating the Person or Persons to whom the Warrant Note shall be assigned and the respective number Principal amount of warrants the Note to be assigned to each assignee. The Company Borrower shall effect the assignment within five (5) Trading Days (the "Transfer Delivery Period"), three (3) business days, and shall deliver to the assignee(s) designated by Holder the Lender a Warrant Note or Warrants Notes of like tenor and terms for the appropriate number of shares. Subject to the foregoing, this Warrant Principal amount. This Note and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Holder. Lender. The provisions of this Warrant Note are intended to be for the benefit of all Holders Lenders from time to time of this Warrant, Note, and shall be enforceable by any such Holder. For avoidance of doubt, in Lender. This Note is not (and any rights or obligations hereunder are not) not assignable or transferable by the event Holder notifies the Company that Borrower under any circumstance, and any such sale prohibited assignment or transfer is a so called "4(1) and half" transaction, the parties hereto agree that a legal opinion from outside counsel for the Holder delivered to counsel for the Company shall be the only requirement to satisfy an exemption from registration under the Securities Act to effectuate such "4(1) and half" transaction. absolutely void ab initio. View More
Restrictions on Transfer. (a) Registration or Exemption Required. This Warrant has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue of Regulation D of the 1933 Act. The Warrant and exempt from state registration or qualification under applicable state laws. Neither the Warrant nor Common Stock issuable upon the Exercise Shares of this Warrant may not be pledged, transferred, sold, assigned, hypothecated sold or otherwise disposed of assigned except pursuant to an effe...ctive registration statement covering the resale of such securities or an exemption to the registration requirements of the Securities Act and applicable state laws including, without limitation, a so-called "4(1) and a half" transaction. This Warrant shall be subject to the restrictions on transfer set forth in the Shareholders Agreement. laws. (b) Assignment. Subject to applicable securities laws and Section 8(a) (including If Robertson can provide LEI with reasonably satisfactory evidence that the Holder's compliance with the transfer restrictions set forth in the Shareholders Agreement), the Holder conditions above regarding registration or exemption have been satisfied, Robertson may sell, transfer, assign, pledge, pledge or otherwise dispose of this Warrant, in whole or in part. Holder Robertson shall deliver a written notice to Company, substantially in the form of the Assignment attached hereto as Exhibit B, reasonably requested by LEI, indicating the Person person or Persons persons to whom the Warrant shall be assigned and the respective number of warrants to be assigned to each assignee. The Company LEI shall effect the assignment within five (5) Trading Days (the "Transfer Delivery Period"), ten (10) days of receipt of such notice, and shall deliver to the assignee(s) designated by Holder Robertson a Warrant or Warrants of like tenor and terms for the appropriate number of shares. Subject Common Stock Purchase Warrant (#M-1) Lucas Energy, Inc. Page 9 of 14 9. Non-circumvention. LEI hereby covenants and agrees that LEI will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the foregoing, this Warrant and the rights evidenced hereby shall inure to the benefit observance or performance of and be binding upon the successors and assigns any of the Holder. The terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant are intended and take all action as may be required to be for protect the benefit rights of all Holders from time to time Robertson. Without limiting the generality of the foregoing, LEI (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant, Warrant above the Exercise Price then in effect, and (ii) shall take all such actions as may be enforceable by any such Holder. For avoidance necessary or appropriate in order that LEI may validly and legally issue fully paid and nonassessable shares of doubt, in Common Stock upon the event Holder notifies the Company that such sale or transfer is a so called "4(1) and half" transaction, the parties hereto agree that a legal opinion from outside counsel for the Holder delivered to counsel for the Company shall be the only requirement to satisfy an exemption from registration under the Securities Act to effectuate such "4(1) and half" transaction. exercise of this Warrant. View More
Restrictions on Transfer. (a) Registration or Exemption Required. This Warrant has been issued in a transaction exempt from the registration requirements The Holder, as of the Securities Act by virtue date of Regulation D issuance hereof, represents to the Company that such Holder is acquiring the Warrants for its own account for investment purposes and exempt from state registration not with a view to the distribution thereof or qualification under applicable state laws. Neither of the Warrant nor Shares. Notwithstandin...g any provisions contained in this Warrant to the Exercise contrary, this Warrant and the related Warrant Shares may shall not be pledged, transferred, sold, assigned, hypothecated or otherwise disposed of transferable except pursuant to an effective registration statement covering the resale of such securities proviso contained in the following sentence or an exemption upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the registration requirements provisions of the Securities Act and applicable state laws including, without limitation, a so-called "4(1) and a half" transaction. This law in respect of the transfer of this Warrant shall be subject or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the restrictions on transfer set forth in the Shareholders Agreement. (b) Assignment. Subject to applicable securities laws and Section 8(a) (including Company of an opinion of the Holder's compliance with counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the transfer restrictions set forth in Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 or Rule 144A under the Shareholders Agreement), Securities Act; provided, however, that the Holder may sell, transfer, assign, pledge, freely transfer this Warrant or otherwise dispose such Warrant Shares (without delivery to the Company of an opinion of counsel) (i) to one of its nominees, affiliates or a nominee thereof, (ii) to a pension or profit-sharing fund established and maintained for its employees or for the employees of any affiliate, (iii) from a nominee to any of the aforementioned persons as beneficial owner of this Warrant, Warrant or such Warrant Shares, (iv) to a qualified institutional buyer, so long as such transfer is effected in whole compliance with Rule 144A under the Securities Act, or (v) to an accredited investor (as such term is defined in part. Regulation D under the Securities Act). 3 (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4 hereof or pursuant to a registration under the Securities Act), the Holder shall deliver a will give written notice to Company, substantially in the form of the Assignment attached hereto as Exhibit B, indicating the Person or Persons to whom the Warrant shall be assigned and the respective number of warrants to be assigned to each assignee. The Company shall effect the assignment within five (5) Trading Days (the "Transfer Delivery Period"), and shall deliver to the assignee(s) designated by Holder a Warrant or Warrants of like tenor and terms for the appropriate number of shares. Subject to the foregoing, this Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant, and shall be enforceable by any such Holder. For avoidance of doubt, in the event Holder notifies the Company that of its intention to effect such sale or transfer is a so called "4(1) and half" transaction, the parties hereto agree that a legal transfer, together with an opinion from outside of such counsel for the Holder delivered to counsel for the Company as shall be reasonably acceptable to the only requirement Company, to satisfy an exemption from the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act Act. Upon delivery of such notice and opinion to effectuate the Company, the Holder shall be entitled to transfer this Warrant and/or such "4(1) Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each stock certificate representing Warrant Shares issued upon exercise or exchange of this Warrant and half" transaction. any other securities issued in respect of the Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall bear the following legend (unless the opinion of counsel referred to in Section 4 states such legend is not required) in addition to any other agreement to which the Holder is subject: "THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES." The Holder understands that the Company may place, and may instruct any transfer agent or depository for the Warrant Shares to place, a stop transfer notation in the securities records in respect of the Warrant Shares. View More
Restrictions on Transfer. (a) Registration or Exemption Required. This Warrant Note has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue of Regulation D and exempt from state registration D. None of the Note or qualification under applicable state laws. Neither the Warrant nor the Exercise Conversion Shares may be pledged, transferred, sold, assigned, hypothecated or otherwise disposed of except pursuant to an effective registration statement covering the resale of su...ch securities or an exemption to the registration requirements of the Securities Act and applicable state laws including, without limitation, a so-called "4(1) and a half" "4(a)(1 1⁄2)" transaction. This Warrant shall be subject to the restrictions on transfer set forth in the Shareholders Agreement. (b) Assignment. Subject to applicable securities laws Section 12(a) above and Section 8(a) (including 6.5 of the Holder's compliance with the transfer restrictions set forth in the Shareholders Agreement), Facility Agreement, the Holder may sell, transfer, assign, pledge, assign or otherwise dispose of this Warrant, Note, in whole or in part. part, provided that the Holder shall deliver a three (3) days' prior written notice to the Company, substantially in the form of the Assignment attached hereto as Exhibit B, indicating the Person or Persons to whom the Warrant Note shall be assigned and the respective number principal amount of warrants the Note to be assigned to each assignee. The Company shall effect the assignment within five (5) Trading three (3) Business Days (the "Transfer Delivery Period"), and shall deliver to the assignee(s) designated by Holder a Warrant Note or Warrants Notes of like tenor and terms for the appropriate number of shares. Subject to the foregoing, this Warrant principal amount. This Note and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Holder. The provisions of this Warrant Note are intended to be for the benefit of all Holders from time to time of this Warrant, Note, and shall be enforceable by any such Holder. For avoidance of doubt, in the event Holder notifies the Company that such sale or transfer is a so called "4(1) and half" "4(a)(1 1⁄2)" transaction, the parties hereto agree that a legal opinion from outside counsel for the Holder delivered to counsel for the Company substantially in the form attached hereto as Exhibit C shall be the only requirement to satisfy an exemption from registration under the Securities Act to effectuate such "4(1) and half" "4(a)(1 1⁄2)" transaction. View More
Restrictions on Transfer. (a) Registration or Exemption Required. This Warrant Note has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue Act. None of Regulation D and exempt from state registration the Note or qualification under applicable state laws. Neither the Warrant nor the Exercise Conversion Shares may be pledged, transferred, sold, assigned, hypothecated or otherwise disposed of except pursuant to an effective registration statement covering the resale of suc...h securities or an exemption to the registration requirements of the Securities Act and applicable state securities laws including, without limitation, pursuant to Section 4(a)(7) of the Securities Act, or Rule 144 under the Securities Act or a so-called "4(1) "4[(a)](i) and a half" transaction. This Warrant shall be subject to the restrictions on transfer set forth in the Shareholders Agreement. (b) Assignment. Subject to applicable securities laws and Section 8(a) (including the Holder's compliance with the transfer restrictions set forth in the Shareholders Agreement), the The Holder may sell, transfer, assign, pledge, hypothecate or otherwise dispose of this Warrant, Note, in whole or in part. part; provided that (i) the Holder shall deliver a written notice to the Company, substantially in the form of the Assignment attached hereto as Exhibit B, indicating the Person or Persons to whom the Warrant Note shall be assigned and the respective number principal amount of warrants the Note to be assigned to each assignee. assignee, and (ii) the transferee shall have complied with Section 2.5(d) of the Facility Agreement. The Company shall effect the assignment within five (5) Trading Days three (3) business days (the "Transfer Delivery Period"), and shall deliver to the assignee(s) designated by Holder a Warrant Note or Warrants Notes of like tenor and terms for the appropriate number of shares. Subject to the foregoing, this Warrant principal amount. This Note and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Holder. The provisions of this Warrant Note are intended to be for the benefit of all Holders from time to time of this Warrant, Note, and shall be enforceable by any such Holder. For avoidance of doubt, in the event Holder notifies the Company that such sale or transfer is a so called "4(1) and half" transaction, the parties hereto agree that a legal opinion from outside counsel for the Holder delivered to counsel for the Company shall be the only requirement to satisfy an exemption from registration under the Securities Act to effectuate such "4(1) and half" transaction.View More
Restrictions on Transfer. (a) Registration or Exemption Required. This Warrant Note has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue Act. None of Regulation D and exempt from state registration the Note or qualification under applicable state laws. Neither the Warrant nor the Exercise Conversion Shares may be pledged, transferred, sold, assigned, hypothecated or otherwise disposed of except pursuant to an effective registration statement covering the resale of suc...h securities or an exemption to the registration requirements of the Securities Act and applicable state securities laws including, without limitation, pursuant to Section 4(a)(7) of the Securities Act, Rule 144 under the Securities Act or a so-called "4(1) "4(a)(1) and a half" transaction. This Warrant shall be subject to the restrictions on transfer set forth in the Shareholders Agreement. (b) Assignment. Subject to applicable securities laws and Section 8(a) (including the Holder's compliance with the transfer restrictions set forth in the Shareholders Agreement), the The Holder may sell, transfer, assign, pledge, hypothecate or otherwise dispose of this Warrant, Note, in whole or in part. part; provided that (i) the Holder shall deliver a written notice to the Company, substantially in the form of the Assignment attached hereto as Exhibit B, indicating the Person or Persons to whom the Warrant Note shall be assigned and the respective number principal amount of warrants the Note to be assigned to each assignee. assignee, and (ii) the transferee shall have complied with Section 2.5(d) of the Facility Agreement. The Company shall effect the assignment (including by making appropriate notation of such transfer on the 12 Register) within five (5) Trading Days three (3) business days (the "Transfer Delivery Period"), and shall deliver to the assignee(s) designated by Holder a Warrant Note or Warrants Notes of like tenor and terms for the appropriate number of shares. Subject to the foregoing, this Warrant principal amount. This Note and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Holder. The provisions of this Warrant Note are intended to be for the benefit of all Holders from time to time of this Warrant, Note, and shall be enforceable by any such Holder. For avoidance of doubt, in the event Holder notifies the Company that such sale or transfer is a so called "4(1) and half" transaction, the parties hereto agree that a legal opinion from outside counsel for the Holder delivered to counsel for the Company shall be the only requirement to satisfy an exemption from registration under the Securities Act to effectuate such "4(1) and half" transaction.View More
Restrictions on Transfer. (a) Registration or Exemption Required. This Warrant Note has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue of Regulation D and exempt from state registration D. None of the Note or qualification under applicable state laws. Neither the Warrant nor the Exercise Conversion Shares may be pledged, transferred, sold, assigned, hypothecated or otherwise disposed of except pursuant to an effective registration statement covering the resale of su...ch securities or an exemption to the registration requirements of the Securities Act and applicable state laws including, without limitation, a so-called "4(1) and a half" transaction. This Warrant shall be subject to the restrictions on transfer set forth in the Shareholders Agreement. (b) Assignment. Subject to applicable securities laws and Section 8(a) (including the Holder's compliance with the transfer restrictions set forth in the Shareholders Agreement), 10(a), the Holder may sell, transfer, assign, pledge, hypothecate or otherwise dispose of this Warrant, Note, in whole or in part. part; provided that (i) the Holder shall deliver a written notice to Company, substantially in the form of the Assignment attached hereto as Exhibit B, indicating the Person or Persons to whom the Warrant Note shall be assigned and the respective number principal amount of warrants the Note to be assigned to each assignee. assignee, (ii) if such transfer is being effected as a so-called "4(1) and a half" transaction or pursuant to Rule 144A, any such transferee Person shall make the representations and agree to the representations set forth on Exhibit B-1 hereto and shall agree to comply with the provisions of Section 2(c)(iii) hereof, (iii) except in the case of any assignment or transfer pursuant to an effective registration statement covering the disposition of the Note or pursuant to Rule 144, the Holder shall deliver to the Company a legal opinion reasonably acceptable to the Company which, in the case of a so-called "4(1) and a half" transaction shall be substantially in the form attached hereto as Exhibit C, (iv) the transferee shall have complied with Section 2.5(d) of the Facility Agreement, and (v) unless an Event of Default shall have occurred and is continuing, no assignment shall be permitted to any (A) Major Pharmaceutical Company and any (B) entity principally engaged in the business of selling insulin or insulin delivery products (an "Applicable Entity"); provided, however, that (1) entities that own, directly or indirectly, equity interests in an Applicable Entity as part of a brokerage, insurance business, pension fund (or other benefit fund), investment banking, investment management, investment advisory, lobbying, or publishing business, or (2) any non-profit research or non-profit enterprise, shall not constitute an Applicable Entity, and (v) the Holder shall comply with all additional assignment provisions set forth in Section 6.5 of the Facility Agreement. The Company shall effect the assignment within five (5) Trading Days three (3) business days (the "Transfer Delivery Period"), and shall deliver to the assignee(s) designated by Holder a Warrant Note or Warrants Notes of like tenor and terms for the appropriate number of shares. Subject to the foregoing, this Warrant principal amount. This Note and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Holder. The provisions of this Warrant Note are intended to be for the benefit of all Holders from time to time of this Warrant, Note, and shall be enforceable by any such Holder. For avoidance of doubt, in the event Holder notifies the Company that such sale or transfer is a so called "4(1) and a half" transaction, the parties hereto agree that a legal opinion from outside counsel for the Holder delivered to counsel for the Company substantially in the form attached hereto as Exhibit C shall be the only requirement to satisfy an exemption from registration under the Securities Act to effectuate such "4(1) and half" transaction. 12 11. Payment of Collection, Enforcement and Other Costs. If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding; or (b) an attorney is retained to represent the Holder in any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors' rights and involving a claim under this Note, then the Company shall pay the costs incurred by the Holder for such collection, enforcement or action, including reasonable attorneys' fees and disbursements. View More
