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. Restrictions on Transfer of Purchase Warrant. 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 t...o anyone other than than: (i) the Representatives Brean Capital, LLC ("Brean"), Summer Street Research Partners ("SSRP") or an underwriter or a selected dealer participating in connection with the Offering, offering, or (ii) a bona fide officer employee, officer, director, affiliate or partner designee of the Representatives Brean, SSRP 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 dealer, or (b) cause this Purchase Option) will not Warrant or the Shares 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 Shares, in the case of both (a) and (b) in accordance with FINRA Rule 5110(g)(1), 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 of this Purchase Warrant to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, assignment of this Purchase Warrant, 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 three (3) 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 Securities 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 Securities 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 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 agrees that, pursuant to the Lock-Up Period (as defined below) of this Purchase Option, by its acceptance hereof, agrees that FINRA Rule 5110(g)(1), it will not (a) sell, transfer, assign, pledge pledge, hypothecate or hypothecate otherwise transfer this Purchase Option (or (including 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 Eff...ective Date to anyone Securities hereunder) other than (i) the Representatives or an underwriter or selected dealer in connection with the Offering, or (ii) to a bona fide officer or partner of the Representatives Holder or of any such underwriter or selected dealer. Additionally, pursuant to dealer in connection with the Offering, in each case in accordance with FINRA Conduct Rule 5110(g), the 5110(g)(1), or (b) cause this Purchase Option (or or the Ordinary Shares and Warrants underlying this Purchase Option) will not Securities 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 Option or the securities by any person Securities hereunder, except as provided for a in FINRA Rule 5110(g)(2). As used herein, the term "Lock-Up Period" means the period beginning on the date hereof and ending on the one hundred eighty day anniversary 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 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 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 Loeb & Loeb 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 such securities Securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission") "SEC") 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 Craft Capital Management LLC ("Craft") 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 Craft 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, 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, 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 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 officer, partner, registered person or partner affiliate 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 for a period of one hundred eighty (180) days following the Effective Date 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 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, 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 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 an officer, partner, registered person or partner affiliate 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 for a period of one hundred eighty (180) days following the Effective Date 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 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, 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) following the later of FINRA's NASD Conduct Rules following the Effective Date or the commencement of Effe...ctive Date or the commencement of sales of the Offering in accordance with FINRA Rule 5110(f)(2)(G)(iv) (the later of such dates, the "Transferability Date") to anyone other than than: (i) the Representatives Laidlaw & Company (UK) Ltd. ("Laidlaw") or an underwriter or a selected dealer participating in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives Laidlaw 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 the Effective Transferability 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 The registered Holder of this Purchase Warrant agrees by the Act. his, her or its acceptance hereof, that such Holder will not sell, transfer, assign, pledge or hypothecate this Purchase Warrant. 2 The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until (i) until: (a) 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 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 Lowenstein Sandler LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) (b) a registration statement or a post-effective amendment to the Registration Statement a 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 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 Westpark Capital, Inc. ("Westpark") 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 Westpark 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(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 in FINRA Rule 5110(g)(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. 2 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 2.1 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 days pursuant to Rule 5110(g)(1) of FINRA's NASD Conduct Rules one year following the Effective Commencement Date to anyone other than than: (i) the Representat...ives Alexander Capital, L.P. ("Alexander Capital") or an another underwriter or a selected dealer participating in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives Alexander Capital 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(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 180 days immediately following the Effective Date. in FINRA Rule 5110(e)(2). On and or after the 181st day following Commencement Date, or the Effective Date, date on which this Purchase Warrant was initially issued by the Company, as applicable, transfers of the Purchase Warrant and/or the underlying Shares to others may be made subject to compliance with or exemptions from applicable securities laws. laws, including Rule 144 promulgated under the Securities Act. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto Assignment Form 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 purchase warrants or Purchase Options purchase 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 2.2 Restrictions Imposed by the Securities 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 Securities 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 Sullivan & Worcester 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 such 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 2.1 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 days pursuant to Rule 5110(g)(1) of FINRA's NASD Conduct Rules following the Effective Date to anyone other than than: (i) the Representatives [__________] ("[P...lacement Agent]") or an underwriter or another selected dealer participating in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives [Placement Agent] 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 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 2.2 Restrictions Imposed by the Securities 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 Securities 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 Carmel, Milazzo & DiChiara 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 U.S. Securities and Exchange Commission (the "Commission") and compliance with applicable state securities law has been established. View More
Transfer. 3.1 2.1 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 Represen...tatives [__________] ("[Underwriter]") or an another underwriter or a selected dealer participating in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives [Underwriter] 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 one (1) year 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 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 2.2 Restrictions Imposed by the Securities 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 Securities 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 Carmel, Milazzo & DiChiara 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 U.S. Securities and Exchange Commission (the "Commission") and compliance with applicable state securities law has been established. View More
