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 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 (1) year following the Effective Date to anyone other than than: (i) the Representatives [___..._______] ("[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 Cozen O'Connor 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 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 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, 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 Benchmark Company LLC ("Benchmark") or an underwriter or a selected dealer participating in connection with the Offering, or (ii) a bona fide officer the officers or partner partners, registered persons or affiliates of the Representatives Benchmark 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 5110(e), 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 (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 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, 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 Viewtrade Securities, Inc. ("Viewtrade") or an underwriter or a selected dealer participating in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives Viewtrade 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 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. 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 Company counsel for (the cost of which shall be borne by 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 Warrant or any of the Ordinary Shares and Warrants underlying this Purchase Option) exercisable hereunder for a period of 180 one hundred eighty (180) days following the commencement of sales of the Series A Preferred Stock pursuant to Rule 5110(g)(1) of FIN...RA's NASD Conduct Rules following the Effective Date Underwriting Agreement (the "Initial Transfer Date") to anyone other than than: (i) the Representatives Underwriter or an underwriter or a selected dealer participating in connection with the Offering, offer and sale of such shares of Series A Preferred Stock, or (ii) a bona fide officer or partner of the Representatives Underwriter or of any such underwriter selected dealer, in each case in accordance with FINRA Rule 5110(e)(2)(B), 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 180 days immediately following the Effective Date. in FINRA Rule 5110(e)(2). On and after the 181st day following the Effective Initial Transfer 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 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 of Common Stock purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. 4 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 Company that the such 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 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 includes a current prospectus or (iii) a registration statement, pursuant to which the Holder has exercised its registration rights pursuant to Sections 4.1 and 4.2 herein, relating to the offer and sale of such securities has been filed and declared effective by 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 [●] 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 [●] 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 Dawson James Securities, Inc. ("Dawson") or an a placement agent underwriter or a selected dealer participating in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives Dawson or of any such 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. 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 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 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 Warra...nt to anyone other than than: (i) the Representatives [__________] ("[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 hundred eighty (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 3 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 Cozen O'Connor 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, agrees that it that, during the Lock-Up Period (as defined below), the Holder 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 Effective Date to anyone S...ecurities 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 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 or the Securities hereunder, except as provided for in FINRA Rule 5110(g)(2). As used herein, the term "Lock-Up Period" means the period beginning on the books of date hereof and ending on 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. Commencement. 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 Shearman & Sterling 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
