Transfer, Division and Combination Sample Clauses

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of shares of Common Stock without having a new Warrant issued.
Transfer, Division and Combination. (a) the Holder (and its transferees and assigns), by acceptance of this Warrant, covenants and agrees that it is acquiring the Warrants evidenced hereby, and, upon exercise hereof, the Warrant Shares, for its own account as an investment and not with a view to the resale or distribution thereof. The Warrant Shares have not been registered under the Securities Act or any state securities laws and no transfer of any Warrant Shares shall be permitted unless the Company has received notice of such transfer, at the address of its principal office set forth in the Exchange Agreement, in the form of assignment attached hereto, accompanied by an opinion of counsel reasonably satisfactory to the Company that an exemption from registration of such Warrants or Warrant Shares under the Securities Act is available for such transfer, except that no such opinion shall be required after the registration for resale by the Holder of the Warrant Shares, as contemplated by the Registration Rights Agreement. Upon any exercise of the Warrants, certificates representing the Warrant Shares shall bear a restrictive legend substantially identical to that set forth on the face of this Warrant certificate. Any purported transfer of any Warrant or Warrant Shares not in compliance with the provisions of this section shall be null and void.
Transfer, Division and Combination. 6 Section 3.1. Transfer.................................................6 Section 3.2. Division and Combination.................................6 Section 3.3. Expenses.................................................7 Section 3.4. Maintenance of Books.....................................7
Transfer, Division and Combination. Subject to the transfer restrictions set forth on the cover of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part (but not in denominations such that a replacement Warrant is exercisable for a non-integral number of Warrant Shares), on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office or agency of the Company maintained for that purpose pursuant to § 10, together with a written assignment (in whole or in part) of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender the Company shall execute and deliver a new warrant or warrants in the name of the assignee or assignees (including, if such assignment is only a partial assignment by the Holder, in the name of the Holder), and each such warrant shall be identical in form and substance (including its date) to this Warrant except for the warrant number (which shall be as determined by the Company), the name of the named holder of the warrant (if an assignee of the Holder), and the actual number of Warrant Shares (each of which shall be as specified by the Holder), and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants upon presentation hereof (and thereof, in the case of combination) at the aforesaid office or agency of the Company, together with a written notice specifying the names and denominations in which new warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with the preceding paragraph as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new warrant or warrants in exchange for the warrant or warrants to be divided or combined in accordance with such notice. Each such new warrant issued shall be issued in a denomination representing an integral number of Warrant Shares as of the date of issuance of the new warrant (except if this Warrant represents a non-integral number of Warrant Shares then one new warrant may be issued for a non-integral number of Warrant Shares). The Company shall pay all expenses and other charges payable in connection with the preparation, issuance and delivery of Warrants under this § 3. The holder of a Warrant shall pay all taxes (other than any issuance taxes, which shall be paid by the Company) in connection with such issuance and delivery. The Company agrees to maintain, at the office or agency of th...
Transfer, Division and Combination. Subject to Section 9.03 hereof, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Issuer to be maintained for such purpose, upon presentment of this Warrant at the office of the Issuer maintained for such purpose pursuant to Section 9.01 hereof, together with a written assignment of this Warrant duly executed by the Holder or its agent or attorney and payment of funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such presentment and, if required, such payment, the Issuer shall, subject to Section 9.03 hereof and the immediately following sentence, (a) execute and deliver a new Warrant in the name of the assignee or assignees specified in such instrument of assignment, (b) register such transfer on its books and (c) if such assignment was an assignment in whole, promptly cancel this Warrant. This Warrant, if properly assigned in compliance with this Section 3 and Section 9.03 hereof, may be exercised by an assignee for the purchase of Units without having a new Warrant or Warrants issued. Notwithstanding any provision herein to the contrary, the Issuer shall not be required to register the transfer of Warrants or Warrant Units in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Units otherwise than in accordance with this Warrant and the Unitholder and Warrant Agreement. The Issuer shall maintain at its aforesaid office books for the registration and transfer of the Warrants.
Transfer, Division and Combination. Subject to SECTION 6, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company maintained for such purpose pursuant to SECTION 12, together with a written assignment substantially in the form of the assignment form attached to this Warrant duly executed by the Holder hereof or its agent or attorney and payment of funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Upon such surrender and payment the Company shall, subject to SECTION 6, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. If and when this Warrant is assigned in blank (in case the restrictions on transferability in SECTION 6 shall have been terminated), the Company may (but shall not be obliged to) treat the bearer hereof as the absolute owner of this Warrant for all purposes and the Company shall not be affected by any notice to the contrary. This Warrant, if properly assigned in compliance with this SECTION 3 and SECTION 6, may be exercised by an assignee for the purchase of shares of Common Stock without having a new Warrant issued. This Warrant may, subject to SECTION 6, be divided or combined with other Warrants upon presentation at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with the preceding paragraph and with SECTION 6, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. Except as otherwise provided in this SECTION 3 or SECTION 6, the Company shall pay all expenses, taxes and other charges incurred by the Company in the performance of its obligations in connection with the preparation, issuance and delivery of Warrants under this SECTION 3. The Company agrees to maintain at its aforesaid office books for the registration and transfer of the Warrants.
Transfer, Division and Combination. (a) Notwithstanding anything herein to the contrary, no holder of Warrants subject to the provisions of Regulation Y shall transfer any Warrants or shares of Warrant Stock held by it, if, as a result of such transfer or the right to effect such transfer, such holder would be deemed under Regulation Y to have the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Issuer (and, for purposes of this restriction, a reasoned opinion of counsel to such holder (which is based on facts and circumstances deemed appropriate by such counsel) to the effect that such holder does not exercise such a controlling influence shall be conclusive). For the purposes of this Section 3(a), a holder of Warrants will not be deemed to be subject to Regulation Y to the extent such holder is entitled to hold the Warrants pursuant to 12 C.F.R. 225.22(c)(4).
Transfer, Division and Combination. (a) This Warrant may not be sold, transferred, assigned or hypothecated without the Company’s written consent, except that it may be transferred, in whole or in part, to (i) one or more officers, members, employees, associates or subcontractors of the Holder (or the officers, members or employees of any such member); (ii) a successor to the Holder, or the officers, members or employees of such successor; (iii) a purchaser of substantially all of the assets of the Holder; or (iv) by operation of law; and the term the “Holder” as used herein shall include any transferee to whom this Warrant has been transferred in accordance with the above; provided that (A) that the Holder or the transferee of this Warrant furnish to the Company a written opinion of counsel, reasonably satisfactory to the Company, to the effect that such transfer, assignment or hypothecation may be made without registration under the Securities Act of 1933, as amended (the “Securities Act”) and under applicable state securities or blue sky laws and (B) a written undertaking executed by the desired transferee reasonably satisfactory to the Buyer in form and substance agreeing to be bound by the restrictions on transfer contained herein; and further provided that no such opinion or written undertaking shall be required in connection with a transfer, assignment or hypothecation pursuant to Rule 144 under the Securities Act.
Transfer, Division and Combination. 6 3.1. Transfer....................................................6 3.2.
Transfer, Division and Combination. 6 3.1. Transfer................................................... 6 3.2.