Grouped Into 48 Collections of Similar Clauses From Business Contracts
This page contains Transfer clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Transfer. This Note has been issued subject to investment representations of the original Holder hereof and may be transferred or exchanged only in compliance with the Securities Act and applicable state securities laws. Prior to the due presentment for such transfer of this Note, the Issuer and any agent of the Issuer may treat the person in whose name this Note is duly registered on the records of the Issuer as the owner hereof for the purpose of receiving payment as herein provided and all other purpos...es, whether or not this Note is overdue, and neither the Issuer nor any such agent shall be affected by notice to the contrary. The transferee shall be bound, as the original Holder by the same representations and terms described herein.View More
Transfer. This Note has been issued subject to investment representations of the original Holder hereof and may be transferred or exchanged only in compliance with the Securities Act and applicable state securities laws. laws and in compliance with the restrictions on transfer provided in the Subscription Agreement. Prior to the due presentment for such transfer of this Note, the Issuer and any agent of the Issuer may treat the person in whose name this Note is duly registered on in the records of the Iss...uer Note Register as the owner hereof for the purpose of receiving payment as herein provided and all other purposes, whether or not this Note is overdue, and neither the Issuer nor any such agent shall be affected by notice to the contrary. The transferee shall be bound, as the original Holder by the same representations and terms described herein. herein and under the Subscription Agreement. View More
Transfer. During the applicable Lock-up Period, Transfers of the Initial Shares or Additional Shares, as the case may be, shall not be permitted except: (i) as approved by Parent, such approval not to be unreasonably withheld or delayed, (ii) as conducted in accordance with this Section 2, or (iii) as set forth in Section 3: (a) The Investor agrees not to Transfer any portion of the Initial Shares during the First Lock-up Period or any of the Additional Shares during the Additional Shares Lock-up Period. ...(b) The Investor agrees that, except as otherwise provided in Section 2(d), it may Transfer (i) no more than fifty percent (50%) of all Initial Shares in the aggregate, from the period beginning on the first calendar day following the end of the First Lock-up Period until the last calendar day of the Second Lock-up Period; and (ii) no more than seventy-five percent (75%) of all Initial Shares in the aggregate (including any Initial Shares transferred in any prior Initial Shares Lock-up Period), from the period beginning on the first calendar day following the end of the 3 Second Lock-up Period until the last calendar day of the Third Lock-up Period. The transfer restrictions set forth in this Agreement shall cease to apply in full to the Initial Shares commencing on the first calendar day immediately following the last day of the Third Lock-up Period unless earlier terminated as provided in Section 2(d). (c) The transfer restrictions set forth in this Agreement shall cease to apply to the Additional Shares commencing on the first calendar day immediately following the last day of the Additional Shares Lock-up Period unless earlier terminated as provided in Section 2(d). (d) Notwithstanding the foregoing, the limitation on Transfers contained in Sections 2(a), 2(b) and 2(c), as applicable, shall immediately terminate upon (y) the announcement by any third party or by the Parent of an offer to acquire at least fifty-one percent (51%) of the issued and outstanding shares of the Parent's Common Stock; or (z) the entry by the Parent into an agreement for the sale of at least fifty-one percent (51%) of the Parent's Common Stock or assets to, or the merger or consolidation with, a third party (each, a "Restrictions Release Event"). (e) Notwithstanding the foregoing, the provisions of this Agreement shall have no effect on the obligations under the Escrow Agreement, and the impact of the Escrow Agreement shall control with respect to any Shares covered by the Escrow Agreement.View More
Transfer. During the applicable Lock-up Period, Transfers of the Initial Shares or Additional Shares, as the case may be, shall not be permitted except: (i) as approved by Parent, such approval not to be unreasonably withheld or delayed, the Board of Directors, (ii) as conducted in accordance with this Section 2, or (iii) as set forth in Section 3: (a) The Investor agrees not to Transfer any portion of the Initial Shares during the First Lock-up Period or any of the Additional Shares during the Additional... Shares Lock-up Period. (b) The Investor agrees that, except as otherwise provided in Section 2(d), 2(c), it may Transfer (i) no more than fifty percent (50%) of (50%)of all Initial Shares in the aggregate, aggregate , from the period beginning on the first calendar day following the end of the First Lock-up Period until the last calendar day of the Second Lock-up Period; and (ii) no more than seventy-five percent (75%) of (75%)of all Initial Shares in the aggregate (including with any Initial Shares transferred in any prior Initial Shares Lock-up Period), from the period beginning on the first calendar day following the end of the 3 Second Lock-up 3 Period until the last calendar day of the Third Lock-up Period. The transfer restrictions set forth in this Agreement shall cease to apply in full to the Initial Shares commencing on the first calendar day immediately following the last day of the Third Lock-up Period unless earlier terminated as provided in Section 2(d). 2(c). (c) The transfer restrictions set forth in this Agreement shall cease to apply to the Additional Shares commencing on the first calendar day immediately following the last day of the Additional Shares Lock-up Period unless earlier terminated as provided in Section 2(d). (d) Notwithstanding the foregoing, the limitation on Transfers contained in Sections 2(a), 2(a) and 2(b) and 2(c), as applicable, shall immediately terminate upon (y) (x) the announcement by any third party or by the Parent of an offer to acquire at least fifty-one percent (51%) 51% of the issued and outstanding shares of the Parent's Common Stock; or (z) Company's common stock; (y) the entry by the Parent Company into an agreement for the sale of at least fifty-one percent (51%) 51% of the Parent's Common Stock Company's common stock or assets to, or the merger or consolidation with, a third party party; or (z) if one of Second Tranche or Third Tranche of the Purchase Price (as defined in the Purchase Agreement) has not yet been paid to the Investor, the date on which there is a decrease in the trading price of the Company's common stock to a closing price below U.S. $1.50 per share for at least thirty (30) consecutive Trading Days (as defined in the Purchase Agreement), it being understood that any relief of the Investor from the foregoing restrictions pursuant to clause (z) shall not relieve the Company from its obligations to pay the Second Tranche and the Third Tranche 3 of the Purchase Price, (each, a "Restrictions Release Event"). (e) (d) Notwithstanding the foregoing, the provisions of this Agreement shall have no effect on the obligations under the Escrow Agreement, and the impact of the Escrow Agreement shall control with respect to any Shares covered by the Escrow Agreement. View More
Transfer. The registered Holder of this Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Warrant for a period of one hundred eighty (180) days following the later of the Effective Date (as defined in the Underwriting Agreement) or the commencement of sales of the Offering (the later of such dates, the "Transferability Date") to anyone other than: (i) Roth Capital Partners, LLC ("Roth") or an underwriter or a selected dea...ler participating in the Offering, or (ii) a bona fide officer or partner of Roth or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this 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 Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2). On and after the Transferability Date, transfers to others may be made subject to compliance with applicable securities laws.View More
Transfer. The registered Holder of this Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Warrant not for a period of one hundred eighty (180) days following the later of the Effective Date (as defined in date that the Underwriting Agreement) Registration Statement is declared effective by the SEC or the commencement of sales of the Offering (the later of such dates, the "Transferability Date") Date"): (a) sell, transfer,... assign, pledge or hypothecate this Warrant to anyone other than: (i) Roth -11- Capital Partners, LLC ("Roth") or an underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of Roth or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this 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 Warrant or the securities hereunder, in each case except in accordance with FINRA Conduct Rule 5110(g)(1) and except as provided for in FINRA Rule 5110(g)(2). On and after the Transferability Date, transfers to others may be made subject to compliance with applicable securities laws. View More
Transfer. This Warrant and the Warrant Shares or Exchange Warrants may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company.
Transfer. The Series A Preferred Stock may not be Transferred at any time prior to stockholder approval of the Increase in Authorized Common Stock and Reverse Stock Split without the prior written consent of the Board of Directors. "Transferred" means, directly or indirectly, whether by merger, consolidation, share exchange, division, or otherwise, the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of the share of Series A Preferred Stock (or any right, title or interest theret...o or therein) or any agreement, arrangement or understanding (whether or not in writing) to take any of the foregoing actions.View More
Transfer. The Series A B Preferred Stock may not be Transferred at any time prior to stockholder approval of the Increase in Authorized Common Stock and Reverse Stock Split without the prior written consent of the Board of Directors. "Transferred" means, directly or indirectly, whether by merger, consolidation, share exchange, division, or otherwise, the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of the share of Series A B Preferred Stock (or any right, title or interest th...ereto or therein) or any agreement, arrangement or understanding (whether or not in writing) to take any of the foregoing actions. View More
Transfer. The Participant may not, directly or indirectly, sell, pledge or otherwise transfer any PRSUs or Acquirer RSUs or any rights with respect to the Cash Account.
Transfer. The Participant may not, directly or indirectly, sell, pledge or otherwise transfer any PRSUs RSUs or Acquirer RSUs or any rights with respect to the Cash Account.
Transfer. This Note and any rights hereunder may not be assigned, conveyed or transferred, in whole or in part, by the Holder without prior consent by the Company. In the event that such consent is provided, the rights and obligations of the Company and the Holder under this Note shall be binding upon and benefit their respective permitted successors, assigns, heirs, administrators and transferees.
Transfer. This Note and any rights hereunder may not be assigned, conveyed or transferred, in whole or in part, by the Holder without prior consent by the Company. In the event that such consent is provided, the Holder. The rights and obligations of the Company and the Holder under this Note shall be binding upon and benefit their respective permitted successors, assigns, heirs, administrators and transferees.
