Transfer Clause Example from Business Contracts

Transfer. (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 to any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Unit Purchase Option, for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) Dawson or a ...placement agent or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Dawson or of any such placement agent or selected dealer. 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 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. (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 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, 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