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 Section 4(a)(2) of the Securities Act and Rule 506 thereunder and exempt from state registration or qualification under applicable state securities (or "blue sky") laws. Neither None of the Warrant nor Warrant, the Exercise Shares or Failure Payment Shares may be pledged, transferred, sold, assigned, hypothecated sold or o...therwise disposed of assigned 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 8(a), Holder may sell, transfer, assign, pledge, or otherwise dispose of this Warrant, in whole or in part. Holder shall deliver a written notice to the 17 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 three (3) Business Days of its receipt of a completed and executed form of Assignment (the "Transfer Delivery Period"), and shall deliver to the assignee(s) designated by Holder a Warrant or Warrants of like tenor and terms for entitling Holder to purchase the appropriate number of shares. Subject to the foregoing, this 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) "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 Section 4(a)(2) of the Securities Act and Rule 506 thereunder and exempt from state registration or qualification under applicable state securities (or "blue sky") laws. Neither None of the Warrant nor Warrant, the Exercise Shares or Failure Payment Shares may be pledged, transferred, sold, assigned, hypothecated sold or o...therwise disposed of assigned 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 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 8(a), Holder may sell, transfer, assign, pledge, or otherwise dispose of this Warrant, in whole or in part. 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 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 three (3) Business Days of its receipt of a completed and executed form of Assignment (the "Transfer Delivery Period"), and shall deliver to the assignee(s) designated by Holder a Warrant or Warrants of like tenor and terms for entitling Holder to purchase the appropriate number of shares. Subject to the foregoing, this 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 17 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 Section 4(2) thereof and/or Regulation D thereunder and exempt from state registration or qualification under applicable state laws. Neither None of the Warrant nor Warrant, the Exercise Shares or Failure Payment Shares may be pledged, transferred, sold, assigned, hypothecated sold or otherwise disposed of assigned except pursuant to a...n 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, or otherwise dispose of (a "Transfer") this Warrant, in whole or in part. part; provided that Holder may not Transfer any portion of this Warrant with respect to less than [ *** ] or (y) all remaining Warrant Shares underlying this Warrant. Holder shall deliver to the Company (a) a written notice to Company, notice, 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 portion of warrants the Warrant to be assigned to each assignee. assignee and (b) the original Warrant. The Company shall effect the assignment within five (5) Trading three (3) Business Days of receipt of such written notice and the original Warrant (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 shares, and shall deliver to the foregoing, this assignor a Warrant for the number of shares, if any, with respect to which the Warrant had not been assigned. 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 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. [ *** ] Confidential treatment of redacted portions has been requested. 11 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 and take all action as may be reasonably required to protect the rights of 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 above the Exercise Price then in effect, and (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the 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 securities (or "blue sky") laws. Neither the Warrant nor None of this Warrant, the Exercise Shares or Failure Payment Shares may be pledged, transferred, sold, assigned, hypothecated sold or otherwise disposed of assigned except pursuant to an effec...tive registration statement covering the resale of such securities or an exemption to from the registration requirements of the Securities Act and applicable state laws including, without limitation, laws, including pursuant to Section 4(a)(7) of the Securities Act or in 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 8(a), 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 this 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) three (3) 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 entitling Holder to purchase the appropriate number of shares. Subject to the foregoing, this 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 holders from time to time of this Warrant, and shall be enforceable by any such Holder. holder. For avoidance of doubt, in the event Holder notifies the Company that such sale or transfer is being effected pursuant to Section 4(a)(7) of the Securities Act or in 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) 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 Warrant, the Exercise Shares or Failure Payment Shares may be pledged, transferred, sold, assigned, hypothecated sold or otherwise disposed of assigned except pursuant to an effective registration statement cove...ring 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 transaction and in compliance with the restrictions on transfer set forth in the Shareholders Agreement. provisions of Section 2(e) of this Warrant. (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, or otherwise dispose of this Warrant, in whole or in part. part (a "Transfer"). 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 three (3) Business 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 shares to the foregoing, extent that such Transfer complies with the provisions of this Warrant. 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 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. 11 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, 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. 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 above the Exercise Price then in effect, and (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, subject to Section 5(c)(ii) above. 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 Regulation S. 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 securiti...es 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, 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 Warrants 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 or Warrants of like tenor and terms for the appropriate number of shares. Subject to the foregoing, this 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 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. 13 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 and take all action as may be reasonably required to protect the rights of 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 above the Exercise Price then in effect, and (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the 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 Warrant, the Exercise Shares or Failure Payment Shares may be pledged, transferred, sold, assigned, hypothecated sold or otherwise disposed of assigned except pursuant to an effective registration statement cove...ring 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 the Holder's compliance with the transfer restrictions set forth in the Shareholders Agreement), 8(a), 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 three (3) business 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 This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Holder. 11 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" "4(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(1 1/2)" transaction. View More
