Transfer Clause Example with 19 Variations from Business Contracts
This page contains 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.
Transfer. This Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company. 14. SEVERABILITY; CONSTRUCTION; HEADINGS. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and ...the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.View More
Variations of a "Transfer" Clause from Business Contracts
Transfer. This Subject to applicable laws and the restrictions on transfer set forth in the Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without at the consent principal office of the Company. 14. SEVERABILITY; CONSTRUCTION; HEADINGS. If any provision Company or its designated agent, together with a written assignment of this Warrant is prohibited substan...tially in the form of the Assignment Form attached hereto duly executed by law the Holder or otherwise determined its agent or attorney and funds sufficient to be invalid pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or unenforceable by a court Warrants in the name of competent jurisdiction, the provision that would otherwise be prohibited, invalid assignee or unenforceable assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall be deemed amended to apply issue to the broadest extent that it would be valid and enforceable, and assignor a new Warrant evidencing the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions portion of this Warrant not so long as assigned, and this Warrant as so modified continues to express, shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with having a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). This new Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant. issued. View More
Transfer. This Subject to applicable laws and the restrictions on transfer set forth in the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without at the consent principal office of the Company. 14. SEVERABILITY; CONSTRUCTION; HEADINGS. If any provision Company or its designated agent, together with a... written assignment of this Warrant is prohibited substantially in the form of the Assignment Form attached hereto duly executed by law the Holder or otherwise determined its agent or attorney and funds sufficient to be invalid pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or unenforceable by a court Warrants in the name of competent jurisdiction, the provision that would otherwise be prohibited, invalid assignee or unenforceable assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall be deemed amended to apply issue to the broadest extent that it would be valid and enforceable, and assignor a new Warrant evidencing the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions portion of this Warrant not so long as assigned, and this Warrant as so modified continues to express, shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with having a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). This new Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant. issued. View More
Transfer. (a) Transferability. This Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or assigned without the consent of the Company. 14. SEVERABILITY; CONSTRUCTION; HEADINGS. If any provision in part, upon surrender of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, at the provision that wou...ld otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity principal office of the remaining provisions Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so long assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. (b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 3(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto. (c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company or on behalf of the Company for that purpose (the "Warrant Register"), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as so modified continues to express, without material change, the original intentions absolute owner hereof for the purpose of the parties as any exercise hereof or any distribution to the subject matter hereof Holder, and for all other purposes, absent actual written notice to the prohibited nature, invalidity contrary from the Holder. Upon thirty (30) days' prior written notice to the Holder, the Company may appoint a warrant agent (the "Warrant Agent") to maintain the Warrant Register. Either the transfer agent for the Company or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise a third party may be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). This Warrant shall be deemed to be jointly drafted appointed by the Company and the Holder and shall not be construed against any Person as the drafter hereof. Warrant Agent, at the Company's sole discretion. The headings Company shall remain responsible for the contents of this the Warrant are for convenience Register, notwithstanding the appointment of reference and shall not form part of, or affect the interpretation of, this Warrant. a Warrant Agent. View More
Transfer. This Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged all rights hereunder are transferable, in whole or assigned without the consent of the Company. 14. SEVERABILITY; CONSTRUCTION; HEADINGS. If any provision in part, upon surrender of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, at the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended t...o apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity principal office of the remaining provisions Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder and funds sufficient to pay any transfer taxes payable upon the making of such transfer accompanied by reasonable evidence of authority of the party making such request that may be required by the Warrant Agent including but not limited to, the signature guarantee of a guarantor institution which is a participant in a signature guarantee program approved by the Securities Transfer Association. If, at the time of the surrender of this Warrant in connection with any such transfer, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) eligible for resale pursuant to Rule 144, the Company may require, as a condition to such transfer, that the Holder or transferee of this Warrant, as the case may be, provide to the Company an opinion of counsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Warrant under the Securities Act of 1933, as amended. Upon such surrender and, if required, such payment, the Company shall execute and deliver or cause to be executed and delivered a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so long as assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. The Company shall register or cause to be registered this Warrant, upon records to be maintained by the Company or Warrant Agent for that purpose, in the name of the record Holder hereof from time to time. The Company or Warrant Agent may deem and treat the registered Holder of this Warrant as so modified continues to express, without material change, the original intentions absolute owner hereof for the purpose of the parties as any exercise hereof or any distribution to the subject matter hereof Holder, and for all other purposes, absent actual notice to the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant. contrary. View More
Transfer. This Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged all rights hereunder are transferable, in whole or assigned without the consent of the Company. 14. SEVERABILITY; CONSTRUCTION; HEADINGS. If any provision in part, upon surrender of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, at the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended t...o apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity principal office of the remaining provisions Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder and funds sufficient to pay any transfer taxes payable upon the making of such transfer accompanied by reasonable evidence of authority of the party making such request that may be required by the Company including but not limited to, the signature guarantee of a guarantor institution which is a participant in a signature guarantee program approved by the Securities Transfer Association. If, at the time of the surrender of this Warrant in connection with any such transfer, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) eligible for resale pursuant to Rule 144, the Company may require, as a condition to such transfer, that the Holder or transferee of this Warrant, as the case may be, provide to the Company an opinion of counsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Warrant under the Securities Act of 1933, as amended. Upon such surrender and, if required, such payment, the Company shall execute and deliver or cause to be executed and delivered a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so long as assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. The Company shall register or cause to be registered this Warrant, upon records to be maintained by the Company for that purpose, in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as so modified continues to express, without material change, the original intentions absolute owner hereof for the purpose of the parties as any exercise hereof or any distribution to the subject matter hereof Holder, and for all other purposes, absent actual notice to the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant. contrary. View More
Transfer. This Warrant 3.1 Transferability. Pursuant to FINRA Rule 5110(e)(1) and the Underwriting Agreement, neither this Warrant nor any Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company. 14. SEVERABILITY; CONSTRUCTION; HEADINGS. If any provision issued upon exercise of this Warrant is prohibited by law shall be sold, transferred, assigned, pledged or otherwise determined to hypothecated, or be invalid the subject of any hedging, short sale..., derivative, put or unenforceable by a court of competent jurisdiction, the provision call transaction that would otherwise be prohibited, invalid or unenforceable shall be deemed amended result in the effective economic disposition of the securities by any person for a period of one hundred eighty (180) days immediately following the date of commencement of sales of the Offering pursuant to apply which this Warrant is being issued, except the transfer of any security in accordance with FINRA Rule 5110(e)(2). -5- Subject to the broadest extent that it would be valid and enforceable, foregoing restrictions, compliance with any applicable securities laws, and the invalidity conditions set forth in Section 3.1 hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or unenforceability of such provision shall not affect the validity of the remaining provisions in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so long assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. 3.2 New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 3.1, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto. 3.3 Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the "Warrant Register"), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as so modified continues to express, without material change, the original intentions absolute owner hereof for the purpose of the parties as any exercise hereof or any distribution to the subject matter hereof Holder, and for all other purposes, absent actual notice to the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant. contrary. 3.4 Reserved. View More
Transfer. This Warrant 3.1 Transferability. Pursuant to FINRA Rule 5110(e)(1) and the Underwriting Agreement, neither this Warrant nor any Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company. 14. SEVERABILITY; CONSTRUCTION; HEADINGS. If any provision issued upon exercise of this Warrant is prohibited by law shall be sold, transferred, assigned, pledged or otherwise determined to hypothecated, or be invalid the subject of any hedging, short sale..., derivative, put or unenforceable by a court of competent jurisdiction, the provision call transaction that would otherwise be prohibited, invalid or unenforceable shall be deemed amended result in the effective economic disposition of the securities by any person for a period of one hundred eighty (180) days immediately following the date of commencement of sales of the offering pursuant to apply which this Warrant is being issued, except the transfer of any security in accordance with FINRA Rule 5110(e)(2). Subject to the broadest extent that it would be valid and enforceable, foregoing restrictions, compliance with any applicable securities laws, and the invalidity conditions set forth in Section 3.1 hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or unenforceability of such provision shall not affect the validity of the remaining provisions in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so long assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. -5- 3.2 New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 3.1, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto. 3.3 Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the "Warrant Register"), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as so modified continues to express, without material change, the original intentions absolute owner hereof for the purpose of the parties as any exercise hereof or any distribution to the subject matter hereof Holder, and for all other purposes, absent actual notice to the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant. contrary. View More
Transfer. This Warrant and (a) Transferability. In accordance with FINRA Rule 5110(e)(1), neither the Warrants nor the Warrant Shares may be offered for sale, sold, transferred, pledged assigned, pledged, or assigned without hypothecated, or be the consent subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities by any person or a period of 180 days immediately following the date of effectiveness or commencement of ...sales of the Company. 14. SEVERABILITY; CONSTRUCTION; HEADINGS. If Offering pursuant to which the underwriter's warrants being issued, except the transfer of any provision security: (i) by operation of law or by reason of reorganization of our company; (ii) to any FINRA member firm participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction described above for the remainder of the time period; (iii) if the aggregate amount of our securities held by either an underwriter or a related person do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction set forth above for the remainder of the time period. In order to make any permitted assignment, this Warrant shall be surrendered at the principal office of the Company or its designated agent, together with a written assignment of this Warrant is prohibited substantially in the form attached hereto duly executed by law the Holders or otherwise determined their agent or attorney and funds sufficient to be invalid pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or unenforceable by a court Warrants in the name of competent jurisdiction, the provision that would otherwise be prohibited, invalid assignee or unenforceable assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall be deemed amended to apply issue to the broadest extent that it would be valid and enforceable, and assignor a new Warrant evidencing the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions portion of this Warrant not so long assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holders shall not be required to physically surrender this Warrant to the Company unless the Holders have assigned this Warrant in full, in which case, the Holders shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holders deliver an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. (b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holders or their agent or attorney. Subject to compliance with Section 3(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto. (c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company or on behalf of the Company for that purpose (the "Warrant Register"), in the name of the record Holders hereof from time to time. The Company may deem and treat the registered Holders of this Warrant as so modified continues to express, without material change, the original intentions absolute owners hereof for the purpose of the parties as any exercise hereof or any distribution to the subject matter hereof Holders, and for all other purposes, absent actual written notice to the prohibited nature, invalidity contrary from the Holders. Upon thirty (30) days' prior written notice to the Holders, the Company may appoint a warrant agent (the "Warrant Agent") to maintain the Warrant Register. Either the transfer agent for the Company or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise a third party may be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). This Warrant shall be deemed to be jointly drafted appointed by the Company and the Holder and shall not be construed against any Person as the drafter hereof. Warrant Agent, at the Company's sole discretion. The headings Company shall remain responsible for the contents of this the Warrant are for convenience Register, notwithstanding the appointment of reference and shall not form part of, or affect the interpretation of, this Warrant. a Warrant Agent. View More
Transfer. This Warrant and (a) Transferability. In accordance with FINRA Rule 5110(e)(1), neither the Warrants nor the Warrant Shares may be offered for sale, sold, transferred, pledged assigned, pledged, or assigned without hypothecated, or be the consent subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities by any person or a period of 180 days immediately following the date of effectiveness or commencement of ...sales of the Company. 14. SEVERABILITY; CONSTRUCTION; HEADINGS. If Offering pursuant to which the underwriter's warrants being issued, except the transfer of any provision security: (i) by operation of law or by reason of reorganization of our company; (ii) to any FINRA member firm participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction described above for the remainder of the time period; (iii) if the aggregate amount of our securities held by either an underwriter or a related person do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction set forth above for the remainder of the time period. In order to make any permitted assignment, this Warrant shall be surrendered at the principal office of the Company or its designated agent, together with a written assignment of this Warrant is prohibited substantially in the form attached hereto duly executed by law the Holder or otherwise determined its agent or attorney and funds sufficient to be invalid pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or unenforceable by a court Warrants in the name of competent jurisdiction, the provision that would otherwise be prohibited, invalid assignee or unenforceable assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall be deemed amended to apply issue to the broadest extent that it would be valid and enforceable, and assignor a new Warrant evidencing the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions portion of this Warrant not so long assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. (b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 3(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto. (c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company or on behalf of the Company for that purpose (the "Warrant Register"), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as so modified continues to express, without material change, the original intentions absolute owners hereof for the purpose of the parties as any exercise hereof or any distribution to the subject matter hereof Holder, and for all other purposes, absent actual written notice to the prohibited nature, invalidity contrary from the Holder. Upon thirty (30) days' prior written notice to the Holder, the Company may appoint a warrant agent (the "Warrant Agent") to maintain the Warrant Register. Either the transfer agent for the Company or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise a third party may be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). This Warrant shall be deemed to be jointly drafted appointed by the Company and the Holder and shall not be construed against any Person as the drafter hereof. Warrant Agent, at the Company's sole discretion. The headings Company shall remain responsible for the contents of this the Warrant are for convenience Register, notwithstanding the appointment of reference and shall not form part of, or affect the interpretation of, this Warrant. a Warrant Agent. View More
Transfer. This Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company. Company, subject to compliance with all applicable state and federal securities laws; provided, however, that neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the e...ffective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of any security: (i) by operation of law or by reason of reorganization of the Company; (ii) to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction in this Section 14 SEVERABILITY; CONSTRUCTION; HEADINGS. for the remainder of the time period; (iii) if the aggregate amount of securities of the Company held by the Holder or related person do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section 14 for the remainder of the time period. The Holder, by acceptance of this Warrant, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the 1933 Act or any applicable state securities law, except pursuant to sales registered or exempted under the 1933 Act. 15. SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.View More
