Transfer Clause Example with 95 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. 3.1 General Restrictions. The registered Holder of this Purchase Option, by its acceptance hereof, agrees that it will not sell, transfer, assign, pledge or hypothecate this Purchase Option (or the Ordinary Shares and Warrants underlying this Purchase Option) for a period of 180 days pursuant to Rule 5110(g)(1) of FINRA's NASD Conduct Rules following the Effective Date to anyone other than (i) the Representatives or an underwriter or selected dealer in connection with the Offering, or (ii) a bon...a fide officer or partner of the Representatives or of any such underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Purchase Option (or the Ordinary Shares and Warrants underlying this Purchase Option) will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the Effective Date. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Option and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five business days transfer this Purchase Option on the books of the Company and shall execute and deliver a new Purchase Option or Purchase Options of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Units purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. 3.2 Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Graubard Miller shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission") and compliance with applicable state securities law has been established.View More
Variations of a "Transfer" Clause from Business Contracts
Transfer. 3.1 General Restrictions. The registered Holder of this Purchase Option, Warrant, by its acceptance hereof, agrees that it will not sell, transfer, assign, pledge or hypothecate this Purchase Option (or the Ordinary Shares and Warrants underlying this Purchase Option) Warrant for a period of 180 one hundred eighty (180) days pursuant to Rule 5110(g)(1) from effective date (the "Effective Date") of FINRA's NASD Conduct Rules following the Effective Date Company's registration statement on Form S-...1 (the "Registration Statement") filed with the U.S. Securities and Exchange Commission (file number 333-267826) to anyone other than (i) the Representatives or an underwriter a sales agent or selected dealer in connection with the Offering, public offering ("Offering"), or (ii) a bona fide officer or partner of the Representatives or of any such underwriter sales agent or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Purchase Option (or Warrant (and the Ordinary Shares and Warrants underlying this Purchase Option) Warrant) will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the Effective Date. On and after the 181st 181 day following anniversary of the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Option Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five business days transfer this Purchase Option Warrant on the books of the Company and shall execute and deliver a new Purchase Option Warrant or Purchase Options Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Units Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. 3.2 Restrictions Imposed by the Act. The securities evidenced Holder, by the acceptance hereof, represents and warrants that it is acquiring this Purchase Option shall Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not be transferred unless and until (i) with a view to or for distributing or reselling such Shares or any part thereof in violation of the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act and or any applicable state securities laws, the availability of which is established law, except pursuant to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Graubard Miller shall be deemed satisfactory evidence of the availability of an exemption), sales registered or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by exempted under the Securities and Exchange Commission (the "Commission") and compliance with applicable state securities law has been established. Act of 1933, as amended. View More
Transfer. 3.1 General Restrictions. The registered Holder of this Purchase Option, Warrant agrees by his, her or its acceptance hereof, agrees that it such Holder will not not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Option (or the Ordinary Shares and Warrants underlying this Purchase Option) Warrant for a period of 180 one hundred eighty (180) days pursuant to Rule 5110(g)(1) of FINRA's NASD Conduct Rules following the Effective Date effective date (the "Effective Date") of the re...gistration statement of the Company filed with the U.S. Securities and Exchange Commission (the "Commission") on Form S-1 (Reg. No. 333-206986) (the "Registration Statement") to anyone other than than: (i) the Representatives Aegis Capital Corp. ("Aegis") or an underwriter or a selected dealer participating in connection with the Offering, offering pursuant to the Registration Statement, or (ii) a bona fide officer or partner of the Representatives Aegis or of any such underwriter or selected dealer. Additionally, pursuant to dealer, in each case in accordance with FINRA Conduct Rule 5110(g), the Purchase Option (or the Ordinary Shares and Warrants underlying 5110(g)(1), or (b) cause this Purchase Option) will not Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities by any person hereunder, except as provided for a period of 180 days immediately following the Effective Date. in FINRA Rule 5110(g)(2). On and after the 181st day following 180 days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Option Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five business days (5) Business Days after receipt of the assignment form transfer this Purchase Option Warrant on the books of the Company and shall execute and deliver a new Purchase Option Warrant or Purchase Options Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Units Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. 3.2 Restrictions Imposed by the Securities Act. The securities evidenced by this This Purchase Option shall Warrant may not be sold, exchanged, assigned,s encumbered or otherwise transferred unless in violation of the Act, or state securities laws. The Company and until (i) the Company has received the opinion of counsel for the Holder agree and acknowledge that the securities may be transferred pursuant to an exemption from registration issuance of the Purchase Warrant has been effectively registered under the Act and applicable state securities laws, on the availability Registration Statement. The Shares have been registered for issuance upon proper exercise. The Company shall notify the Holder within one business day upon its receipt of which is established to the reasonable satisfaction any stop order or notice of suspension of the Company (the Company hereby agreeing that the opinion of Graubard Miller shall be deemed satisfactory evidence effectiveness of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission") and compliance with applicable state securities law has been established. statement. View More
Transfer. 3.1 General Restrictions. (a) Restrictions—General. The registered Holder of this Unit Purchase Option, by its acceptance hereof, agrees that it will not sell, transfer, assign, pledge or hypothecate hypothecate, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of, this Unit Purchase Option (or the Ordinary Shares and Warrants any securities underlying this Unit Purchase Option) for a period of 180 one hund...red eighty (180) days pursuant to Rule 5110(g)(1) of FINRA's NASD Conduct Rules following the Effective Date to anyone other than (i) the Representatives Dawson or an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives Dawson or of any such underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Purchase Option (or the Ordinary Shares and Warrants underlying this Purchase Option) will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the Effective Date. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Unit Purchase Option and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five three business days transfer this Unit Purchase Option on the books of the Company and shall execute and deliver a new Unit Purchase Option or Unit Purchase Options of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Units purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. 3.2 Restrictions Imposed by the Act. (b) Restrictions—Securities. The securities evidenced by this Unit Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder Company (at the Company's expense) that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Graubard Miller shall be deemed satisfactory evidence of the availability of an exemption), Company, or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission") and compliance with applicable state securities law has been established. 3 4. New Purchase Options to be Issued. (a) Partial Exercise. Subject to the restrictions in Section 3 hereof, this Unit Purchase Option may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Unit Purchase Option for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price, the Company shall cause to be delivered to the Holder without charge a new Unit Purchase Option of like tenor to this Unit Purchase Option in the name of the Holder evidencing the right of the Holder to purchase the number of Units purchasable hereunder as to which this Unit Purchase Option has not been exercised or assigned. (b) Loss, Theft, Destruction. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Unit Purchase Option and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Unit Purchase Option of like tenor and date. Any such new Unit Purchase Option executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company. View More
Transfer. 3.1 General Restrictions. The registered Holder of this Purchase Option, Warrant agrees by his, her or its acceptance hereof, agrees that it such Holder will not for a period of one hundred eighty (180) days following the Effective Date of the Registration Statement: (a) sell, transfer, assign, pledge or hypothecate this Purchase Option (or the Ordinary Shares and Warrants underlying this Purchase Option) for a period of 180 days pursuant to Rule 5110(g)(1) of FINRA's NASD Conduct Rules followin...g the Effective Date Warrant to anyone other than than: (i) the Representatives Boustead or an underwriter or a selected dealer participating in connection with the Offering, offering (the "Offering") contemplated by the Underwriting Agreement, or (ii) a bona fide officer officers or partner partners of Boustead, each of whom shall have agreed to the Representatives or of any such underwriter or selected dealer. Additionally, pursuant to restrictions contained herein, in accordance with FINRA Conduct Rule 5110(g), the Purchase Option (or the Ordinary Shares and Warrants underlying 5110(g)(1), or (b) cause this Purchase Option) will not Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities by any person hereunder, except as provided for a period of 180 days immediately following the Effective Date. in FINRA Rule 5110(g)(2). On and after the 181st day following that date that is one hundred eighty (180) days after the Effective Date, Date of the Registration Statement, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto as Exhibit B duly executed and completed, together with the this Purchase Option Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five business days (5) Business Days transfer this Purchase Option Warrant on the books of the Company and shall execute and deliver a new Purchase Option Warrant or Purchase Options Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Units Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. 3.2 Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Graubard Miller shall be deemed satisfactory evidence of the availability of an exemption), or Company, (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities that includes a current prospectus has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission") and compliance with applicable state securities law has been established. 2 4. New Purchase Warrants to be Issued. 4.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant to Section 2.1 hereof, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned. 4.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company. View More
Transfer. 3.1 General Restrictions. The registered Holder of this Purchase Option, Warrant agrees by his, her or its acceptance hereof, agrees that it such Holder will not for a period of one hundred eighty (180) days following January 13, 2023: (a) sell, transfer, assign, pledge or hypothecate this Purchase Option (or the Ordinary Shares and Warrants underlying this Purchase Option) for a period of 180 days pursuant to Rule 5110(g)(1) of FINRA's NASD Conduct Rules following the Effective Date Warrant to ...anyone other than than: (i) the Representatives Boustead Securities LLC ("Boustead") or an underwriter underwriter, placement agent, or a selected dealer participating in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives Boustead or of any such underwriter underwriter, placement agent or selected dealer. Additionally, pursuant to dealer, in each case in accordance with FINRA Conduct Rule 5110(g), the Purchase Option (or the Ordinary Shares and Warrants underlying 5110(e)(1), or (b) cause this Purchase Option) will not Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities by any person hereunder, except as provided for a period of in FINRA Rule 5110(e)(2). After 180 days immediately following the Effective Date. On and after the 181st day following the Effective Date, January 13, 2023, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Option Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five business days (5) Business Days transfer this Purchase Option Warrant on the books of the Company and shall execute and deliver a new Purchase Option Warrant or Purchase Options Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Units Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. 3.2 Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) if required by applicable law, the Company has received the opinion of counsel for the Holder Company that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Graubard Miller shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the "Commission") and compliance with applicable state securities law has been established. View More
Transfer. 3.1 General Restrictions. The registered Holder of this Purchase Option, by its acceptance hereof, Underwriter's Warrant agrees that it will not sell, transfer, assign, pledge or hypothecate this Purchase Option (or the Ordinary Shares and Warrants underlying this Purchase Option) for a period of 180 days pursuant to Rule 5110(g)(1) of FINRA's NASD Conduct Rules following the Effective Date to anyone other than (i) the Representatives Underwriter's Warrant, or an underwriter any portion thereof,... or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Purchase Option (or the Ordinary Shares and Warrants underlying this Purchase Option) will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period beginning from the securities by effectiveness of the Registration Statement until 180 days after the effective date of the Offering to anyone other than (i) NETWORK 1 or an Underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of NETWORK 1 or of any person for such Underwriter or selected dealer. After a period of 180 days immediately following the Effective Date. On and after effective date of the 181st day following the Effective Date, Offering, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Option Underwriter's Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five business days transfer this Purchase Option Underwriter's Warrant on the books of the Company and shall execute and deliver a new Purchase Option Underwriter's Warrant or Purchase Options Underwriter's Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Units Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. 3.2 Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Underwriter's Warrant shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Graubard Miller Mei & Mark LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission") and compliance with applicable state securities law has been established. View More
Transfer. 3.1 General Restrictions. The registered Holder of this Purchase Option, by its acceptance hereof, Underwriter's Warrant agrees that it will not sell, transfer, assign, pledge or hypothecate this Purchase Option (or the Ordinary Shares and Warrants underlying this Purchase Option) for a period of 180 days pursuant to Rule 5110(g)(1) of FINRA's NASD Conduct Rules following the Effective Date to anyone other than (i) the Representatives Underwriter's Warrant, or an underwriter any portion thereof,... or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Purchase Option (or the Ordinary Shares and Warrants underlying this Purchase Option) will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period beginning from the securities by effectiveness of the Registration Statement until 180 days after the effective date of the Offering to anyone other than (i) NETWORK 1 or an Underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of NETWORK 1 or of any person for such Underwriter or selected dealer. After a period of 180 days immediately following the Effective Date. On and after effective date of the 181st day following the Effective Date, Offering, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Option Underwriter's Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five business days transfer this Purchase Option Underwriter's Warrant on the books of the Company and shall execute and deliver a new Purchase Option Underwriter's Warrant or Purchase Options Underwriter's Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Units Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. 3.2 Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Underwriter's Warrant shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Graubard Miller VCL Law LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission") and compliance with applicable state securities law has been established. View More
Transfer. 3.1 3.1. General Restrictions. The registered Holder of this Purchase Option, Warrant agrees by his, her or its acceptance hereof, agrees that it such Holder will not not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Option (or the Ordinary Shares and Warrants underlying this Purchase Option) Warrant for a period of 180 one hundred eighty (180) days pursuant to Rule 5110(g)(1) of FINRA's NASD Conduct Rules following the Effective Date to anyone other than than: (i) the Represe...ntatives or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer officer, director, Affiliate (as defined below), or partner of the Representatives Holder, or of any such underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Purchase Option (or the Ordinary Shares and Warrants underlying (b) cause this Purchase Option) will not Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities by any person for a period of hereunder. After 180 days immediately following the Effective Date. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Option Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Subject to applicable securities laws, the Company shall within five business days (5) Business Days transfer this Purchase Option Warrant on the books of the Company and shall execute and deliver a new Purchase Option Warrant or Purchase Options Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Units Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. 3.2 "Affiliate" means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person, as such terms are used in and construed under Rule 405 under the Securities Act. 3 3.2. Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Graubard Miller shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment relating to the Registration Statement relating to offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the "Commission") and compliance with applicable state securities law has been established. View More
Transfer. 3.1 General Restrictions. The registered Holder of this Purchase Option, Warrant agrees by his, her or its acceptance hereof, agrees that it such Holder will not not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Option (or the Ordinary Shares and Warrants underlying this Purchase Option) Warrant for a period of 180 one hundred eighty (180) days pursuant to Rule 5110(g)(1) of FINRA's NASD Conduct Rules following the Effective Date to anyone other than than: (i) the Representati...ves or an underwriter or selected dealer in connection with the Offering, FT Global Capital, Inc. ("FTG"), or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representatives FTG, in each case in accordance with FINRA Rule 5110(e)(1), or of any such underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Purchase Option (or the Ordinary Shares and Warrants underlying (b) cause this Purchase Option) will not Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities by any person hereunder, except as provided for a period of in FINRA Rule 5110(e)(2). After 180 days immediately following the Effective Date. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Option Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five business days (5) Business Days transfer this Purchase Option Warrant on the books of the Company and shall execute and deliver a new Purchase Option Warrant or Purchase Options Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Units Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. 3.2 Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) if required by applicable law, the Company has received the opinion of counsel for the Holder Company that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company laws (the Company hereby agreeing agrees that the opinion of Graubard Miller Schiff Hardin LLP shall also be deemed satisfactory evidence of the availability accepted in lieu of an exemption), opinion from Company counsel), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the "Commission") and compliance with applicable state securities law has been established. View More
Transfer. 3.1 General Restrictions. The registered Holder of this Purchase Option, Warrant agrees by his, her or its acceptance hereof, agrees that it such Holder will not for a period of one hundred eighty (180) days following the Effective Date: (a) sell, transfer, assign, pledge or hypothecate this Purchase Option (or the Ordinary Shares and Warrants underlying this Purchase Option) for a period of 180 days pursuant to Rule 5110(g)(1) of FINRA's NASD Conduct Rules following the Effective Date Warrant t...o anyone other than than: (i) the Representatives Digital Offering Securities LLC ("Digital Offering") or an underwriter underwriter, placement agent, or a selected dealer participating in connection with the Offering, or (ii) a bona fide officer officer, partner or partner registered representative of the Representatives Digital Offering or of any such underwriter underwriter, placement agent or selected dealer. Additionally, pursuant to dealer, in each case in accordance with FINRA Conduct Corporate Financing Rule 5110(g), the Purchase Option (or the Ordinary Shares and Warrants underlying 5110(e)(1), or (b) cause this Purchase Option) will not Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities by any person hereunder, except as provided for a period of in FINRA Rule 5110(e)(2). After 180 days immediately following the Effective Date. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Option Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five business days (5) Business Days transfer this Purchase Option Warrant on the books of the Company and shall execute and deliver a new Purchase Option Warrant or Purchase Options Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Units Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. 3.2 Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) if required by applicable law, the Company has received the opinion of counsel for the Holder Company that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Graubard Miller shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the "Commission") and compliance with applicable state securities law has been established. View More
