Transfer and Related Provisions Contract Clauses (3)

Grouped Into 1 Collection of Similar Clauses From Business Contracts

This page contains Transfer and Related Provisions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Transfer and Related Provisions. (a) Except as provided in Section 7.3 of the Purchase Agreement, this Note may not be offered, sold, assigned or transferred by the Holder without the prior written consent of the Issuer. Any offer, sale, assignment or other transfer of this Note is also subject to the restrictive legends on this Note. (b) The Issuer shall maintain and keep updated a register (the "Register") for the recordation of the names and addresses of the holders of each Note and the Outstanding Principal Balance of the N...otes held by such holders (the "Registered Notes"). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Issuer and the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes, including, without limitation, the right to receive payments of Principal hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a satisfactory request to assign or sell all or part of any Registered Note by a Holder and the physical surrender of this Note to the Issuer, the Issuer shall record the information 17 contained therein in the Register and issue one or more new Registered Notes, the aggregate Outstanding Principal Balance of which is the same as the entire Outstanding Principal Balance of the surrendered Registered Note, to the designated assignee or transferee pursuant to Section 14. View More
Transfer and Related Provisions. (a) Except as provided in Section 7.3 of the Purchase Agreement, this Note may not be directly or indirectly offered, sold, assigned or transferred by the Holder without the prior written consent of the Issuer. This Note and the Conversion Securities upon conversion of this Note (other than any conversion in connection with an IPO, in which case the Conversion Securities shall be subject to the lock-up provisions in Section 3(a)(iv) and in any Side Letter to which the Holder is party) shall be s...ubject to the transfer restrictions set forth in the Purchase Agreement and any Side Letter to which the Holder is party. Any offer, sale, assignment or other transfer of this Note is also subject to the restrictive legends on this Note. (b) The Issuer shall maintain and keep updated a register (the "Register") for the recordation of the names and addresses of the holders of each Note and the Outstanding Principal Balance of the Notes held by such holders (the "Registered Notes"). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Issuer and the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes, including, without limitation, the right to receive payments of Principal hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a satisfactory request to assign or sell all or part of any Registered Note by a Holder and the physical surrender of this Note to the Issuer, the Issuer shall record the information 17 contained therein in the Register and issue one or more new Registered Notes, the aggregate Outstanding Principal Balance of which is the same as the entire Outstanding Principal Balance of the surrendered Registered Note, to the designated assignee or transferee pursuant to Section 14. 13. View More
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