Transfer Clause Example from Business Contracts

Transfer. (a) Unregistered Security. The Holder acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Shares, as the case may be, and registration or qualif...ication of this Warrant or such Warrant Shares, as the case may be, under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Shares issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect. (b) Transfer of Warrant. Neither this Warrant, nor any rights of the Holder hereunder, may be transferred or assigned, whether by operation of law or otherwise, without prior notice in writing to the Company. The Company may condition any such transfer or assignment on the prior receipt from the proposed transferee or assignee of a written representation that such transferee or assignee is an "accredited investor," as such term is defined in Regulation D as promulgated under the Securities Act and the written agreement that such transferee or assignee will bound by all of the terms of this Warrant. Any such transfer or assignment, or attempted transfer or assignment, in violation of this Warrant shall be null and void. (c) Warrant Register. The Company will maintain a register containing the names and address of the Holder of the Warrant. Any Holder may change such Holder's address as shown on the warrant register by written notice to the Company requesting such change. View More