Common use of Transfer/Assignment Clause in Contracts

Transfer/Assignment. (A) Subject to compliance with clause (B) of this Section 9, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 9 shall be paid by the Company. (B) The transfer of the Warrant and the Shares issued upon exercise of the Warrant are subject to the restrictions contemplated by Section 3 of the Unit Subscription Agreement, which include a one-year restriction on the transfer of any Warrant (except in the event of the death of the Holder). If and for so long as required by the Unit Subscription Agreement, this Warrant shall contain legends as contemplated by Section 3 of the Unit Subscription Agreement. (C) Until any transfer of this Warrant is made in the warrant registry, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

Transfer/Assignment. (A) Subject to compliance with clause (B) applicable securities laws, without obtaining the consent of the Company to assign or transfer this Section 9Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transfereesthe transferee, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 9 8 shall be paid by the Company. (B) The transfer of Warrantholder agrees that all certificates or other instruments representing the Warrant and the Shares issued upon exercise of will bear a legend substantially to the Warrant are following effect on the terms and subject to the restrictions contemplated by conditions, limitations and other provisions of Section 3 5.4 of the Unit Subscription Securities Purchase Agreement: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, which include a one-year restriction on the transfer of any Warrant (except in the event of the death of the Holder). If and for so long as required by the Unit Subscription AgreementAS AMENDED, this Warrant shall contain legends as contemplated by Section 3 of the Unit Subscription AgreementOR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. (C) Until any transfer of this Warrant is made in the warrant registry, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

Transfer/Assignment. (A) Subject to compliance with clause (B) of this Section 9, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 9 8 shall be paid by the Company. (B) The transfer of the Warrant and the Shares issued upon exercise of the Warrant are subject to the restrictions contemplated by set forth in Section 3 6.8 of the Unit Subscription Subordinated Note and Warrant Purchase Agreement, which include a one-year restriction on the transfer of any Warrant (except in the event of the death of the Holder). If and for so long as required by the Unit Subscription Subordinated Note and Warrant Purchase Agreement, this Warrant shall contain the legends as contemplated by set forth in Section 3 6.7 of the Unit Subscription Subordinated Note and Warrant Purchase Agreement. (C) Until any transfer of this Warrant is made in the warrant registry, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

Transfer/Assignment. (A) Subject to compliance with clause (B) the applicable securities laws, and the legend as set forth on the cover page of this Section 9Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same date and tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this WarrantWarrant and the ownership transfer form substantially in the form of Annex B hereto, duly endorsed, to the office or agency of Company. The Warrantholder undertakes to the Company described that any transfer of this Warrant shall at all times be subject to compliance with the Securities Act, and all other securities laws of any applicable jurisdiction. If the transferring holder does not transfer the entirety of its rights to purchase all Warrant Shares hereunder, such holder will be entitled to receive from the Company a new warrant in Section 3substantially identical form for the purchase of that number of Warrant Shares as to which the right to purchase was not transferred. All expenses (other than including stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 9 8 shall be paid by the Company. (B) Warrantholder and its transferee. The transfer acceptance of the Warrant new warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the new warrant that the Warrantholder has in respect of this Warrant. In no event shall the Company be required to pay any tax which may be payable in respect of any transfer, and the Shares issued upon exercise of the Warrant are subject to the restrictions contemplated by Section 3 of the Unit Subscription Agreement, which include a one-year restriction on the transfer of any Warrant (except in the event of the death of the Holder). If and for so long as required by the Unit Subscription Agreement, this Warrant shall contain legends as contemplated by Section 3 of the Unit Subscription Agreement. (C) Until any transfer of this Warrant is made in the warrant registry, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding required to issue or deliver any notice new warrant to the contrarytransferee unless and until the Person or Persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or is not payable. Any obligation of the Company hereunder shall be solely owed to the registered holder of this Warrant. Any purported assignment or transfer in violation of this Section 8 shall be null and void.

Transfer/Assignment. (A) Subject to compliance with clause (B) the applicable securities laws, the legend as set forth on the cover page of this Section 9Warrant, and the Investor Rights Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same date and tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this WarrantWarrant and the ownership transfer form substantially in the form of Annex B hereto, duly endorsed, to the office or agency of Company. The Warrantholder undertakes to the Company described that any transfer of this Warrant shall at all times be subject to compliance with the Investor Rights Agreement, the Securities Act, and all other securities laws of any applicable jurisdiction. If the transferring holder does not transfer the entirety of its rights to purchase all Warrant Shares hereunder, such holder will be entitled to receive from the Company a new warrant in Section 3substantially identical form for the purchase of that number of Warrant Shares as to which the right to purchase was not transferred. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 9 8 shall be paid by the Company. (B) , other than the costs and expenses of counsel or any other advisor to the Warrantholder and its transferee. The transfer acceptance of the Warrant and new warrant by the Shares issued upon exercise transferee thereof shall be deemed the acceptance by such transferee of all of the Warrant are subject rights and obligations in respect of the new warrant that the Warrantholder has in respect of this Warrant. In no event shall the Company be required to pay any tax which may be payable in respect of any transfer. Any obligation of the Company hereunder shall be solely owed to the restrictions contemplated by Section 3 of the Unit Subscription Agreement, which include a one-year restriction on the transfer of any Warrant (except in the event of the death of the Holder). If and for so long as required by the Unit Subscription Agreement, this Warrant shall contain legends as contemplated by Section 3 of the Unit Subscription Agreement. (C) Until any transfer registered holder of this Warrant is made Warrant. Any purported assignment or transfer in the warrant registry, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if violation of this Section 8 shall be null and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contraryvoid.

Transfer/Assignment. (A) Subject to compliance with clause (B) of this Section 9the following paragraph, this Warrant and all rights hereunder are transferable, in whole or in part, upon on the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 9 8 shall be paid by the Company. . The Warrant and the Warrant Shares have not been registered under the Securities Act or under any state securities laws. The Warrantholder is (A) acquiring the Warrant pursuant to an exemption from registration under the Securities Act and (B) The transfer shall not sell or otherwise dispose of the Warrant or the Warrant Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable United States securities laws. All certificates or other instruments representing the Warrant and the Warrant Shares issued upon exercise will bear a legend substantially to the following effect: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.” In the event that any of the Warrant or the Warrant Shares become registered under the Securities Act or are subject eligible to be transferred without restriction in accordance with Rule 144 or another exemption from registration under the Securities Act, any new such warrant or warrants, or other instruments representing this Warrant or the Warrant Shares, shall be issued without the legend in this Section 8; provided that the Warrantholder surrenders to the restrictions contemplated by Section 3 of the Unit Subscription Agreement, which include a one-year restriction on the transfer of any Warrant (except in the event of the death of the Holder). If and for so long as required by the Unit Subscription Agreement, Company this Warrant shall contain legends as contemplated by or any other previously issued certificates or other instruments in compliance with Section 3 of the Unit Subscription Agreement9. (C) Until any transfer of this Warrant is made in the warrant registry, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

Transfer/Assignment. (A) Subject Notwithstanding anything to compliance with clause the contrary contained in this Agreement, no Transfer of Warrants by any Person or issuance of Warrant Interests by the Company shall be made if such issuance would violate any state or U.S. federal securities laws. (B) If Holder purports to Transfer Warrants to any Person in a transaction that would violate the provisions of this Section 9Warrant or that would violate any applicable federal or state securities law, such Transfer shall be void ab initio and of no effect. (C) Subject to the provisions of this Warrant and compliance with applicable securities laws, this Warrant and all rights and obligations hereunder are transferablemay be transferred to any Person, in whole or in part, and any such Transfer shall be reflected on the books and records of the Company maintained pursuant to Section 8 of this Warrant upon surrender of the Warrant with a properly executed form of Assignment attached hereto as Exhibit B (the “Form of Assignment”) at the principal office of the Company and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. Upon surrender for registration of transfer or exchange of this Warrant together with a properly executed Form of Assignment and payment of any applicable tax or charge related thereto, the Company shall, at its sole cost and expense, execute and deliver one or more new Warrants of like tenor which shall be exercisable for a like aggregate number of Warrant Interests, registered in the name of the Holder and/or a transferee or transferees, as applicable. (D) Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that when this Warrant shall have been so endorsed, the Person in possession of this Warrant may be treated by the Company, and all other Persons dealing with this Warrant, as the absolute owner hereof and as Holder for any purpose and as the Person entitled to exercise the rights represented hereby, any notice to the contrary notwithstanding; provided, however, that until a transfer of this Warrant is properly made pursuant to the terms of this Warrant and duly registered on the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender maintained pursuant to Section 8 of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 9 shall be paid by the Company. (B) The transfer of the Warrant and the Shares issued upon exercise of the Warrant are subject to the restrictions contemplated by Section 3 of the Unit Subscription Agreement, which include a one-year restriction on the transfer of any Warrant (except in the event of the death of the Holder). If and for so long as required by the Unit Subscription Agreement, this Warrant shall contain legends as contemplated by Section 3 of the Unit Subscription Agreement. (C) Until any transfer of this Warrant is made in the warrant registry, the Company may treat the Warrantholder Holder as the absolute owner hereof for all purposes; provided. (E) The Company shall not be required to pay any tax or other governmental charge imposed in connection with any transfer of this Warrant, howeverwhether certificated or uncertificated, in any name other than that if and when this Warrant is properly assigned of Holder, and, in blanksuch case, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposesrequired to issue such Warrant Interests or deliver any certificate representing such Warrant Interests, notwithstanding any notice if applicable, until such tax or other governmental charge has been paid, or it has been established to the contraryCompany’s reasonable satisfaction that no tax or other charge is due (F) Any Transferee of this Warrant or any portion hereof, by their acceptance of this Warrant, is deemed to agree to be bound by the terms and conditions of this Warrant.