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 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"), Paulson Investment Company, LLC ("Paulson") or an underwriter a placement agent or a selected dealer participating in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives Dawson, Paulson 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) 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 Schiff Hardin 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 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, initial public offering (the "Offering") contemplated by the Underwriting Agreement, or (ii) a bona fide officer officers or partner partners of Boustead, each of whom in (i) and (ii) 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(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 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 relating to the Registration Statement relating to 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. View More
Transfer. 3.1 General Restrictions. The registered Holder of this Purchase Option, Warrant agrees by its such Holder's 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 Representa...tives Holder 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 Holder 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), 5110(g)(1), or (b) for a period of one hundred eighty (180) days following the Purchase Option (or the Ordinary Shares and Warrants underlying Effective Date 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 of Common Stock 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 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 its such Holder's 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 Representa...tives Holder 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 Holder 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), 5110(g)(1), or (b) for a period of one hundred eighty (180) days following the Purchase Option (or the Ordinary Shares and Warrants underlying Effective Date 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 of Common Stock 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 its such Holder's 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 Representa...tives Holder 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 Holder 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), 5110(g)(1), or (b) for a period of one hundred eighty (180) days following the Purchase Option (or the Ordinary Shares and Warrants underlying Effective Date 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 (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. (a) Restrictions—General. The registered Holder of securities evidenced by this Purchase Option, by its acceptance hereof, agrees that it will not sell, transfer, assign, pledge or hypothecate this Unit 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 shall not be sold, transferr...ed, assigned, pledged or an underwriter hypothecated, 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 put, or call transaction that would result in the effective economic disposition of the of, this Unit Purchase Option (or any securities by any person underlying this Unit Purchase Option) for a period of 180 one hundred eighty (180) days immediately following the Effective Date. On Date to anyone other than to any member participating in the offering and after the 181st day following the Effective Date, transfers to others may be made officers or partners thereof, if all securities so transferred remain subject to compliance with or exemptions from applicable securities laws. the lock-up restriction set forth above for the remainder of the time period. 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 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. 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 [__________] ("[U...nderwriter]") 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 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 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 not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Option (or Warrant or the Ordinary Shares and Warrants underlying this Purchase Option) securities issuable hereunder 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 othe...r than than: (i) the Representatives Spartan Capital Securities, LLC ("Spartan") or an underwriter or a selected dealer participating in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives Spartan or of any such underwriter or selected dealer. Additionally, pursuant to dealer, in each case in accordance with FINRA Conduct Rule 5110(g), 5110(e)(1), or (b) for a period of one hundred eighty (180) days following the Purchase Option (or the Ordinary Shares and Warrants underlying Effective Date, 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 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 (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 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 or Company 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 agreeing, by way of example, that the opinion of Graubard Miller McDermott Will & Emery 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 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 this Unit Purchase Option, or subject this Unit Purchase Option (or to any hedging, short sale, derivative, put, or call transaction that would result in the Ordinary Shares and Warrants underlying this effective economic disposition of the Unit Purchase Option) Option, for a period of 180 one hundr...ed 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. 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 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 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 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 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
