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 will not sell, transfer, assign, pledge or hypothecate this Purchase Option (or Warrant and 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 conn...ection with securities issuable hereunder shall not be sold during the Offering, or (ii) a bona fide officer sold, transferred, assigned, pledged, or partner of the Representatives hypothecated, 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 this Purchase Warrant or the securities issuable hereunder by any person for a period of 180 one hundred eighty (180) days immediately following the Effective Date. Date (as defined in the Underwriting Agreement (as defined below)), except as provided for 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. 2 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 Gracin & Marlow, 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
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) 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 will not sell, transfer, assign, pledge or hypothecate this Purchase Option (or Warrant and 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 conn...ection with securities issuable hereunder shall not be sold during the Offering, or (ii) a bona fide officer sold, transferred, assigned, pledged, or partner of the Representatives hypothecated, 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 this Purchase Warrant or the securities issuable hereunder by any person for a period of 180 one hundred eighty (180) days immediately following the Effective Date. Date (as defined in the Underwriting Agreement (as defined below)), except as provided for in FINRA Rule 5110(g)(2). 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 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 Gracin & Marlow, 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
Transfer. 3.1 General Restrictions. The registered Holder of this Purchase Option, Warrant agrees by his, her or its acceptance hereof, agrees that it will not sell, transfer, assign, pledge or hypothecate this Purchase Option (or Warrant and 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 conn...ection with securities issuable hereunder shall not be sold during the Offering, or (ii) a bona fide officer sold, transferred, assigned, pledged, or partner of the Representatives hypothecated, 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 this Purchase Warrant or the securities issuable hereunder by any person for a period of 180 one hundred eighty (180) days immediately following the Effective Date. Date (as defined in the Underwriting Agreement (as defined below)), except as provided for 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 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 Olshan Frome Wolosky 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
Transfer. 3.1 General Restrictions. (a) Restrictions—General. The registered Holder of this Unit Purchase Option, by its acceptance hereof, agrees that it will not sell, transfer, assign, pledge or hypothecate hypothecate, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of, this Unit Purchase Option (or the Ordinary Shares and Warrants underlying this Purchase Option) for a period of 180 one hundred eighty (180) day...s 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 General Restrictions. The registered Holder of this Purchase Option, Warrant agrees by his, her or its acceptance hereof, agrees that it will not sell, transfer, assign, pledge or hypothecate this Purchase Option (or Warrant and 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 conn...ection with securities issuable hereunder shall not be sold during the Offering, or (ii) a bona fide officer sold, transferred, assigned, pledged, or partner of the Representatives hypothecated, 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 this Purchase Warrant or the securities issuable hereunder by any person for a period of 180 one hundred eighty (180) days immediately following the Effective Date. Date (as defined in the Underwriting Agreement (as defined below)), except as provided for 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 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
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 at any time during the five year term of this Purchase Warrant: (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 Warrant following the Effective Date to anyone oth...er than than: (i) the Representatives or an underwriter 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 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. On and after the 181st day following in FINRA Rule 5110(g)(2). 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. 2 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 Sichenzia Ross Friedman Kesner 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, agrees by his, her or its acceptance hereof, agrees that it except by operation of law or by reason of reorganization of the Company, such Holder will not not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Option (or (including the Ordinary Shares and Warrants underlying this Purchase Option) Securities 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 any person other than to (i) the Representatives Representative or an underwriter or a selected dealer participating in connection with the Offering, or (ii) a bona fide an officer or partner of the Representatives Maxim or of any such underwriter or selected dealer. Additionally, pursuant dealer, and in each case the Purchase Option so transferred must remain subject to the foregoing lock-up restriction for the remainder of the time period in accordance with FINRA Conduct Rule 5110(g), the 5110(g)(1), or (b) cause this Purchase Option (or (including 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 (including the securities by Securities hereunder), other than the transfer to (i) Maxim or an underwriter or a selected dealer participating in the Offering, or (ii) an officer or partner of Maxim or of any person such underwriter or selected dealer, and in each case the Purchase Option so transferred must remain subject to the foregoing lock-up restriction for a the remainder of the time period of 180 days immediately following the Effective Date. in accordance with FINRA Conduct Rule 5110(g)(1). 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 as Annex II 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 (5) 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 Securities 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 relating to the Registration Statement relating to offer and sale of such securities Securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission") and compliance with applicable state securities law has been established. View More
Transfer. 3.1 General Restrictions. The registered Holder of this Purchase Option, by its acceptance hereof, 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 one hundred eighty (180) days from issuance pursuant to Rule 5110(g)(1) 5110(g) of FINRA's NASD Conduct the Rules of Financial Industry Regulatory Authority following the Effective Closing Date to anyone other than (i) t...he Representatives or an underwriter a sales agent or selected dealer in connection with the Offering, public offering ("Offering"), or (ii) a bona fide officer or partner of the Representatives or of any such underwriter sales agent or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Purchase Option (or 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 sixth month anniversary of the Effective Closing 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 Greenberg Traurig, 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 has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission") and compliance with applicable state securities law has been established. 3 4. New Purchase Options to be Issued. 4.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Option may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Option for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax, the Company shall cause to be delivered to the Holder without charge a new Purchase Option of like tenor to this Purchase Option in the name of the Holder evidencing the right of the Holder to purchase the number of Units purchasable hereunder as to which this Purchase Option has not been exercised or assigned. 4.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Option and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Option of like tenor and date. Any such new Purchase Option executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company. View More
Transfer. 3.1 General Restrictions. The registered Holder of this Purchase Option, Warrant, by its acceptance hereof, agrees that it will not sell, transfer, assign, pledge or hypothecate this Purchase Option Warrant (or the Ordinary Shares and Warrants underlying this Purchase Option) Warrant) for a period of 180 days pursuant to Rule 5110(g)(1) 5110(e)(1) of FINRA's NASD Conduct Rules following the Effective Date to anyone other than (i) the Representatives Representative or an underwriter or selected d...ealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives Representative or of any such underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), 5110(e), the Purchase Option Warrant (or the Ordinary Shares and Warrants underlying this Purchase Option) Warrant) will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the Effective Date. On and after the 181st 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 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 Ordinary 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 (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
