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 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 D. 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 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), 8(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, A, 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 A-1 hereto, (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 B, (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 B shall be the only 4 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 under the Securities Act. 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 co...vering the resale of such securities or an exemption to the registration requirements of the Securities Act and applicable state laws 21 Execution Version including, without limitation, pursuant to Rule 144 (or, in the case of this Note, Rule 144A) under the Securities Act or pursuant to a private sale effected under Section 4(a)(7) of the Securities Act or applicable formal or informal SEC interpretation or guidance, such as 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), 13(a), the Holder may sell, transfer, assign, pledge, hypothecate or otherwise dispose 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 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 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) "4(a)(1) and 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) "4(a)(1) and half" transaction. 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 and exempt from state registration or qualification under applicable state laws. Neither None of the Warrant nor or 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 exemp...tion 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), Should the Holder may desire to sell, transfer, assign, pledge, hypothecate or otherwise dispose of this Warrant, in whole or in part. part; 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 shall is requested to be assigned and the respective number of warrants Warrant Shares to be assigned to each assignee. The Company shall effect may permit the assignment within five (5) Trading Days (the "Transfer Delivery Period"), and shall deliver upon such reasonable conditions as the Company may require, including the delivery to the assignee(s) designated by Holder a Warrant or Warrants Company of like tenor and terms for the appropriate number an acceptable opinion of shares. Subject counsel as to the foregoing, this assignment's qualification for an exemption from registration. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Holder. (c) Representations of the Holder. The right to acquire Common Stock or the Common Stock issuable upon exercise of the Holder's rights contained herein will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling, transferring, assigning, pledging, hypothecating or otherwise disposing of this Warrant in any public distribution of the same except pursuant to a registration or exemption. Holder is an "accredited investor" within the meaning of the Securities and Exchange Commission's Rule 501 of Regulation D, as presently in effect. The Holder understands (i) that the Common Stock issuable upon exercise of the Holder's rights contained herein is not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 8(c). The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment. 9 9. Noncircumvention. The Company hereby covenants and agrees that the Company 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 observance or performance of any of 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 the Holder. Without limiting the generality of the foregoing, the Company (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 of doubt, necessary or appropriate in the event Holder notifies order that the Company that such sale or transfer is a so called "4(1) may validly and half" transaction, legally issue fully paid and nonassessable shares of Common Stock upon 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 of the Securities Act by virtue of Regulation D and exempt from state registration or qualification under applicable state laws. Neither None of the Warrant nor or 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 exemp...tion 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. 9 (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), Should the Holder may desire to sell, transfer, assign, pledge, hypothecate or otherwise dispose of this Warrant, in whole or in part. part; 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 shall is requested to be assigned and the respective number of warrants Warrant Shares to be assigned to each assignee. The Company shall effect may permit the assignment within five (5) Trading Days (the "Transfer Delivery Period"), and shall deliver upon such reasonable conditions as the Company may require, including the delivery to the assignee(s) designated by Holder a Warrant or Warrants Company of like tenor and terms for the appropriate number an acceptable opinion of shares. Subject counsel as to the foregoing, this assignment's qualification for an exemption from registration. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Holder. (c) Representations of the Holder. The provisions right to acquire Common Stock or the Common Stock issuable upon exercise of the Holder's rights contained herein will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling, transferring, assigning, pledging, hypothecating or otherwise disposing of this Warrant are intended in any public distribution of the same except pursuant to be for a registration or exemption. Holder is an "accredited investor" within the benefit meaning of all Holders from time to time the Securities and Exchange Commission's Rule 501 of this Warrant, and shall be enforceable by any such Holder. For avoidance Regulation D, as presently in effect. The Holder understands (i) that the Common Stock issuable upon exercise of doubt, in the event Holder notifies the Company that such sale or transfer Holder's rights contained herein 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 not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 8(c). The Holder has such knowledge and experience in financial and business matters as to effectuate such "4(1) be capable of evaluating the merits and half" transaction. risks of its investment and has the ability to bear the economic risks of its investment. 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 and exempt from state registration or qualification under applicable state laws. Neither None of the Warrant nor or 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 exemp...tion 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), Should the Holder may desire to sell, transfer, assign, pledge, hypothecate or otherwise dispose of this Warrant, in whole or in part. part; 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 shall is requested to be assigned and the respective number of warrants Warrant Shares to be assigned to each assignee. The Company shall effect may permit the assignment within five (5) Trading Days (the "Transfer Delivery Period"), and shall deliver upon such reasonable conditions as the Company may require, including the delivery to the assignee(s) designated by Holder a Warrant or Warrants Company of like tenor and terms for the appropriate number an acceptable opinion of shares. Subject counsel as to the foregoing, this assignment's qualification for an exemption from registration. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Holder. (c) Representations of the Holder. The provisions right to acquire Common Stock or the Common Stock issuable upon exercise of the Holder's rights contained herein will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling, transferring, assigning, pledging, hypothecating or otherwise disposing of this Warrant are intended in any public distribution of the same except pursuant to be for a registration or exemption. Holder is an "accredited investor" within the benefit meaning of all Holders from time to time the Securities and Exchange Commission's Rule 501 of this Warrant, and shall be enforceable by any such Holder. For avoidance Regulation D, as presently in effect. The Holder understands (i) that the Common Stock issuable upon exercise of doubt, in the event Holder notifies the Company that such sale or transfer Holder's rights contained herein 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 not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 8(c). The Holder has such knowledge and experience in financial and business matters as to effectuate such "4(1) be capable of evaluating the merits and half" transaction. risks of its investment and has the ability to bear the economic risks of its investment. View More
Restrictions on Transfer. 15 (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 under the Securities Act. 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 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) "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), 13(a), the Holder may sell, transfer, assign, pledge, hypothecate or otherwise dispose 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 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 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) "4(a)(1) and 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) "4(a)(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), 13(a), the Holder may sell, transfer, assign, pledge, hypothecate or otherwise dispose of this Warrant, Note, in whole or in part. Other than in respect of the exchange of this Note for the Parent Convertible Note, 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. 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 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" 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. 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 and exempt from state registration or qualification under applicable state laws. Neither None of the Warrant nor or 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 exemp...tion 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), Should the Holder may desire to sell, transfer, assign, pledge, hypothecate or otherwise dispose of this Warrant, in whole or in part. part; the Holder shall deliver a written notice to Company, substantially in the form of the Assignment attached hereto as Exhibit B, indicating the Person person or Persons persons to whom the Warrant shall is requested to be assigned and the respective number of warrants Warrant Shares to be assigned to each assignee. The Company shall effect may permit the assignment within five (5) Trading Days (the "Transfer Delivery Period"), and shall deliver upon such reasonable conditions as the Company may require, including the delivery to the assignee(s) designated by Holder a Warrant or Warrants Company of like tenor and terms for the appropriate number an acceptable opinion of shares. Subject counsel as to the foregoing, this assignment's qualification for an exemption from registration. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Holder. (c) Representations of the Holder. The provisions right to acquire Common Stock or the Common Stock issuable upon exercise of the Holder's rights contained herein will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling, transferring, assigning, pledging, hypothecating or otherwise disposing of this Warrant are intended in any public distribution of the same except pursuant to be for a registration or exemption. Holder is an "accredited investor" within the benefit meaning of all Holders from time to time the Securities and Exchange Commission's Rule 501 of this Warrant, and shall be enforceable by any such Holder. For avoidance Regulation D, as presently in effect. The Holder understands (i) that the Common Stock issuable upon exercise of doubt, in the event Holder notifies the Company that such sale or transfer Holder's rights contained herein 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 not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 8(c). The Holder has such knowledge and experience in financial and business matters as to effectuate such "4(1) be capable of evaluating the merits and half" transaction. risks of its investment and has the ability to bear the economic risks of its investment. 5 9. Benefits of this Warrant. Nothing in this Warrant shall be construed to confer upon any person other than the Company and Holder any legal or equitable right, remedy or claim under this Warrant and this Warrant shall be for the sole and exclusive benefit of the Company and Holder. 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 the exemption provided by Section 3(a)(10) thereof. 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 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), 13(a), the Holder may sell, transfer, assign, pledge, hypothecate or otherwise dispose 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 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 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" transaction, 16 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. 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. 14 (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), 11(a), the Holder may sell, transfer, assign, pledge, hypothecate or otherwise dispose 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 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 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 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. View More
