Common use of Transfer, Division and Combination Clause in Contracts

Transfer, Division and Combination. No Warrant granted under this Agreement shall be transferable by Seslowe otherwise than by Will or the laws of descent and distribution and, during the lifetime of Seslowe, shall not be exercisable by any other person, but only by him. The Company agrees to maintain at its principal office in Milford, Connecticut, books for the registration and transfer of the Warrants and, subject to the provisions of this paragraph and Section 4 hereof, this Warrant and all rights hereunder are transferable ONLY with respect to (i) Seslowe's heirs and devisees, or (ii) Seslowe's Estate in whole or in part, on such books upon surrender of this Warrant at such office, together with a written assignment of this Warrant duly executed by the Holder hereof or his agent or attorney, and with funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Upon surrender and payment, the Company shall execute and deliver a new Warrant(s) in the name of the assignee of Holder and in the denominations specified in such instrument of assignment, and this Warrant shall be canceled promptly. If and when this Warrant is assigned in blank, the Company may, but shall not be obligated 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. A warrant may be exercised by a Holder for the purchase of shares of Common Stock without having a new Warrant issued. The Company shall pay all expenses, taxes (other than stock transfer taxes and any of Holder's income taxes, if any, incurred as a result of the transfer) and other charges payable in connection with the preparation, issue and delivery of Warrants hereunder.

Transfer, Division and Combination. No Warrant granted under this Agreement shall be transferable by Seslowe ▇▇▇▇ otherwise than by Will or the laws of descent and distribution and, during the lifetime of Seslowe▇▇▇▇, shall not be exercisable by any other person, but only by him. The Company agrees to maintain at its principal office in Milford, Connecticut, books for the registration and transfer of the Warrants and, subject to the provisions of this paragraph and Section 4 hereof, this Warrant and all rights hereunder are transferable ONLY with respect to (i) Seslowe's ▇▇▇▇'▇ heirs and devisees, or (ii) Seslowe's ▇▇▇▇'▇ Estate in whole or in part, on such books upon surrender of this Warrant at such office, together with a written assignment of this Warrant duly executed by the Holder hereof or his agent or attorney, and with funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Upon surrender and payment, the Company shall execute and deliver a new Warrant(s) in the name of the assignee of Holder and in the denominations specified in such instrument of assignment, and this Warrant shall be canceled promptly. If and when this Warrant is assigned in blank, the Company may, but shall not be obligated 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. A warrant may be exercised by a Holder for the purchase of shares of Common Stock without having a new Warrant issued. The Company shall pay all expenses, taxes (other than stock transfer taxes and any of Holder's income taxes, if any, incurred as a result of the transfer) and other charges payable in connection with the preparation, issue and delivery of Warrants hereunder.

Transfer, Division and Combination. No Warrant granted under this Agreement shall be transferable by Seslowe otherwise than by Will or a) Subject to compliance with any applicable securities laws and the laws of descent conditions set forth in Sections 1 and distribution and, during the lifetime of Seslowe, shall not be exercisable by any other person, but only by him. The Company agrees to maintain at its principal office in Milford, Connecticut, books for the registration and transfer of the Warrants and, subject to the provisions of this paragraph and Section 4 7(e) hereof, this Warrant and all rights hereunder are transferable ONLY with respect to (i) Seslowe's heirs and deviseestransferable, or (ii) Seslowe's Estate in whole or in part, on such books upon surrender of this Warrant at such officethe office of the Company, together with a written assignment of this Warrant substantially in the “Assignment Form” attached hereto duly executed by the Holder hereof or his its agent or attorney, attorney and with funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Upon such surrender and and, if required, such payment, : (i) the Company shall execute and deliver a new Warrant(s) Warrant or Warrants in the name of the assignee of Holder or assignees and in the denomination or denominations specified in such instrument of assignmentassignment (ii) the Company shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and (iii) this Warrant shall promptly be canceled promptly. If and when this Warrant is assigned in blank, the Company may, but shall not be obligated 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 contrarycancelled. A warrant Warrant, if properly assigned, may be exercised by a Holder new holder for the purchase of shares of Common Stock Warrant Shares without having a new Warrant issued. . b) The Company shall pay all expensesmay require, taxes (other than stock transfer taxes and any of Holder's income taxes, if any, incurred as a result condition of allowing such transfer, (i) that the transferHolder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and other charges payable under applicable state securities or blue sky laws and (ii) that the Holder or transferee execute and deliver to the Company an investment letter in connection with form and substance acceptable to the preparation, issue and delivery of Warrants hereunderCompany.

Transfer, Division and Combination. No Warrant granted under this Agreement shall be transferable by Seslowe otherwise than by Will or the laws of descent and distribution and, during the lifetime of Seslowe, shall not be exercisable by any other person, but only by him. The Company agrees to shall maintain at its principal executive office in Milford, Connecticut, books a register for the registration and transfer of the Warrants and, subject to the provisions of this paragraph and Section 4 hereof, this Warrant and all rights hereunder are transferable ONLY with respect to (i) Seslowe's heirs and devisees, or (ii) Seslowe's Estate in whole or in part, on such books upon surrender of this Warrant at such office, together with a written assignment of this Warrant duly executed by the Holder hereof or his agent or attorneyof, and with funds sufficient to pay any stock transfer taxes payable upon the making registration of such transfer. Upon surrender and paymenttransfers of, the Company shall execute Warrants. The name and deliver a new Warrant(s) in address of each holder of one or more Warrants, each transfer thereof and the name and address of the assignee each transferee of Holder and in the denominations specified one or more Warrants shall be registered in such instrument register. Prior to due presentment for registration of assignmenttransfer, and this Warrant the person in whose name any Warrants shall be canceled promptly. If registered shall be deemed and when this Warrant is assigned in blank, the Company may, but shall not be obligated to, treat the bearer hereof treated as the absolute owner of this Warrant and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. A warrant may be exercised by a Holder for the purchase of shares of Common Stock without having a new Warrant issued. The Company shall pay all expensesgive to any holder of a Warrant promptly upon request therefor, taxes (other than stock transfer taxes a complete and any of Holder's income taxes, if any, incurred as a result correct copy of the names and addresses of all registered holders of Warrants. Subject to the provisions of Section 3, upon surrender of any Warrant at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof), the Company shall execute and deliver, at the Company's expense, one or more new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants shall in all other charges payable in connection respects be identical with the preparation, issue and delivery of Warrants hereunderthis Warrant.

Transfer, Division and Combination. No Warrant granted under this Agreement shall be transferable by Seslowe ▇▇▇▇▇ otherwise than by Will or the laws of descent and distribution and, during the lifetime of Seslowe▇▇▇▇▇, shall not be exercisable by any other person, but only by him. The Company agrees to maintain at its principal office in Milford, Connecticut, books for the registration and transfer of the Warrants and, subject to the provisions of this paragraph and Section 4 hereof, this Warrant and all rights hereunder are transferable ONLY with respect to (i) Seslowe's ▇▇▇▇▇'▇ heirs and devisees, or (ii) Seslowe's ▇▇▇▇▇'▇ Estate in whole or in part, on such books upon surrender of this Warrant at such office, together with a written assignment of this Warrant duly executed by the Holder hereof or his agent or attorney, and with funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Upon surrender and payment, the Company shall execute and deliver a new Warrant(s) in the name of the assignee of Holder and in the denominations specified in such instrument of assignment, and this Warrant shall be canceled promptly. If and when this Warrant is assigned in blank, the Company may, but shall not be obligated 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. A warrant may be exercised by a Holder for the purchase of shares of Common Stock without having a new Warrant issued. The Company shall pay all expenses, taxes (other than stock transfer taxes and any of Holder's income taxes, if any, incurred as a result of the transfer) and other charges payable in connection with the preparation, issue and delivery of Warrants hereunder.

Transfer, Division and Combination. No Warrant granted under this Agreement shall be transferable by Seslowe Hectus otherwise than by Will or the laws of descent and distribution and, during the lifetime of SesloweHectus, shall not be exercisable by any other person, but only by him. The Company agrees to maintain at its principal office in Milford, Connecticut, books for the registration and transfer of the Warrants and, subject to the provisions of this paragraph and Section 4 hereof, this Warrant and all rights hereunder are transferable ONLY with respect to (i) Seslowe's Hectus' heirs and devisees, or (ii) Seslowe's Hectus' Estate in whole or in part, on such books upon surrender of this Warrant at such office, together with a written assignment of this Warrant duly executed by the Holder hereof or his agent or attorney, and with funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Upon surrender and payment, the Company shall execute and deliver a new Warrant(s) in the name of the assignee of Holder and in the denominations specified in such instrument of assignment, and this Warrant shall be canceled promptly. If and when this Warrant is assigned in blank, the Company may, but shall not be obligated 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. A warrant may be exercised by a Holder for the purchase of shares of Common Stock without having a new Warrant issued. The Company shall pay all expenses, taxes (other than stock transfer taxes and any of Holder's income taxes, if any, incurred as a result of the transfer) and other charges payable in connection with the preparation, issue and delivery of Warrants hereunder.

Transfer, Division and Combination. No Warrant granted under this Agreement shall be transferable by Seslowe otherwise than by Will or the laws of descent and distribution andSubject to compliance with any applicable securities laws, during the lifetime of Seslowe, shall not be exercisable by any other person, but only by him. The Company agrees to maintain at its principal office in Milford, Connecticut, books for the registration and transfer of the Warrants and, subject to the provisions of this paragraph and Section 4 hereof, this Warrant and all rights hereunder are transferable ONLY with respect to (i) Seslowe's heirs and deviseeshereunder, or (ii) Seslowe's Estate in whole or in part, shall be registered on the books of the Company to be maintained for such books purpose, upon surrender of this Warrant at such officethe principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder hereof or his its agent or attorney, attorney and with funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 50,000 shares underlying this Warrant to any such transferee. Upon such surrender and and, if required, such payment, the Company shall execute and deliver a new Warrant(s) Warrant or Warrants in the name of the assignee of Holder 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 canceled promptly. If and when this Warrant is assigned in blank, the Company may, but shall not be obligated 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 contrarycancelled. A warrant Warrant, if properly assigned, may be exercised by a Holder new holder for the purchase of shares of Common Stock Warrant Shares without having a new Warrant issued. The Company Notwithstanding the above, the Holder shall pay all expenses, taxes (other than stock not transfer taxes and this Warrant or any of Holder's income taxes, if any, incurred as rights hereunder to any person or entity which is then engaged in a result business that is in the reasonable judgment of the transfer) and other charges payable Company is in connection direct competition with the preparation, issue and delivery of Warrants hereunderCompany.

Transfer, Division and Combination. No Warrant granted under this Agreement shall be transferable by Seslowe otherwise than by Will or (a) Subject to compliance with any applicable securities laws and the laws of descent conditions set forth in Sections 1 and distribution and, during the lifetime of Seslowe, shall not be exercisable by any other person, but only by him. The Company agrees to maintain at its principal office in Milford, Connecticut, books for the registration and transfer of the Warrants and, subject to the provisions of this paragraph and Section 4 7(e) hereof, this Warrant and all rights hereunder are transferable ONLY with respect to (i) Seslowe's heirs and deviseestransferable, or (ii) Seslowe's Estate in whole or in part, on such books upon surrender of this Warrant at such officethe office of the Company, together with a written assignment of this Warrant substantially in the “Assignment Form” attached hereto duly executed by the Holder hereof or his its agent or attorney, attorney and with funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Upon such surrender and and, if required, such payment, : (i) the Company shall execute and deliver a new Warrant(s) Warrant or Warrants in the name of the assignee of Holder or assignees and in the denomination or denominations specified in such instrument of assignmentassignment (ii) the Company shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and (iii) this Warrant shall promptly be canceled promptly. If and when this Warrant is assigned in blank, the Company may, but shall not be obligated 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 contrarycancelled. A warrant Warrant, if properly assigned, may be exercised by a Holder new holder for the purchase of shares of Common Stock Warrant Shares without having a new Warrant issued. . (b) The Company shall pay all expensesmay require, taxes (other than stock transfer taxes and any of Holder's income taxes, if any, incurred as a result condition of allowing such transfer (i) that the transferHolder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and other charges payable under applicable state securities or blue sky laws, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in connection with form and substance acceptable to the preparation, issue Company and delivery of Warrants hereunder(iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act.