Dispositions of Securities. (a) Subject to compliance with the Securities Act, applicable state securities laws and the requirement as to placement of a legend on certificates for Restricted Securities specified in Section 4.03, this Warrant and all rights hereunder are transferable (subject to any restrictive legends hereon), in whole or in part, upon surrender of this Warrant to the Issuer, together with a written assignment of this Warrant duly executed by the Holder hereof or such Holder's agent or attorney. Such written assignment shall be in the form of the Assignment Form attached as Annex 2 hereto. Upon such surrender, the Issuer shall 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 the original Warrant shall promptly be canceled.
Dispositions of Securities. (a) Notwithstanding anything herein in this Agreement or the Warrant to the contrary, but subject to compliance with the Securities Act, applicable state securities laws and the requirement as to placement of a legend on certificates for Restricted Securities specified in Section 4.03, the Warrant and all rights thereunder are transferable (subject to any restrictive legends thereon), in whole or in part, upon surrender of the Warrant to the Company, together with a written assignment of the Warrant duly executed by the Holder thereof or such Holder's agent or attorney. Such written assignment shall be in the form of the Assignment Form attached as Annex 1 hereto. Upon such ------- surrender, the Company shall 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 the original Warrant shall promptly be canceled. Warrant Agreement -----------------
Dispositions of Securities. 6 SECTION 6. Adjustments...........................................................................................6 6.01 Dividends, Distributions and Purchases.........................................................6
Dispositions of Securities. (a) A Warrant issued under this Agreement and all rights thereunder are transferable (subject to any restrictive legends thereon), in whole or in part, upon surrender of such Warrant to the Issuer, together with a written assignment of such Warrant duly executed by the Holder hereof or such Holder's agent or attorney. Such written assignment shall be in the form of the Assignment Form attached as Annex 2 hereto. Upon such surrender, the Issuer shall 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 the original Warrant shall promptly be canceled.
Dispositions of Securities. (a) Notwithstanding anything herein in this Agreement or the Warrant to the contrary, but subject to compliance with the Securities Act, applicable state securities laws and the requirement as to placement of a legend on certificates for Restricted Securities specified in Section 4.03, the Common Shares, the Warrant and all rights thereunder are transferable (subject to any restrictive legends thereon), in whole or in part at any time after the Closing Date, upon surrender of the same to the Company, together with a written assignment thereof duly executed by the Holder thereof or such Holder's agent or attorney. Such written assignment shall be in the form of the Assignment Form attached as Annex 1 hereto. Upon such surrender, the Company shall execute and ------- deliver new certificates representing such Common Shares or Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and the original certificates therefor shall promptly be canceled.
Dispositions of Securities. Except for Permitted Transfers, no Securityholder shall be permitted to Dispose of all or any portion of the Securities now owned or hereafter acquired by it until the date that is two (2) years after the date of the Agreement (the "Transfer Blockage Date"). Following the Transfer Blockage Date, Dispositions shall be permitted but must strictly comply with the terms and provisions of the Agreement (including this Appendix B).
Dispositions of Securities. General Restrictions
Dispositions of Securities. 12 SECTION 6. Adjustments of Warrant Stock Issuable Upon Exercise...............13 6.01
Dispositions of Securities. (a) Notwithstanding anything herein to the contrary, no Investor may assign all or any portion of its rights under this Agreement and the Warrant(s) held by such Investor if after giving effect to such transfer there would be more than five holders of the Warrants. Subject to the foregoing and to compliance with the Securities Act and the Stockholders Agreement, applicable state securities laws and the requirement as to placement of a legend on certificates for Restricted Securities specified in Section 4.03, this Warrant and all rights hereunder are transferable (subject to any restrictive legends hereon), in whole or in part, upon surrender of this Warrant to the Issuer, together with a written assignment of this Warrant duly executed by the Holder hereof or such holder's agent or attorney. Such written assignment shall be in the form of the Assignment Form attached as Annex 2 hereto. Upon such surrender, and receipt by the Issuer of a written agreement (in form reasonably satisfactory to the Issuer) of the assignee agreeing to be bound by the Stockholders Agreement to the same extent that the Holder was so bound, the Issuer shall 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 the original Warrant shall promptly be canceled.
Dispositions of Securities. 4.1Drag-Along Rights. In the event that prior to an IPO any person or entity unrelated or unaffiliated to any Shareholder (a "Third Party") makes an offer to purchase in a bona fide arm's length transaction more than 90% of (i) the issued and outstanding share capital of the Company; or (ii) the assets of the Company (the "Offer"), and the holders at least 90% of the issued and outstanding share capital of the Company on an issued and outstanding basis, indicate, in writing, their acceptance of such Offer and such Offer is conditioned upon the sale of all remaining shares of the Company to such Third Party, then, the remaining Shareholders shall be obligated to sell or exchange their shares under identical terms as concluded in any such acquisition. Such remaining Shareholders shall be deemed to have given an irrevocable proxy to a person to be appointed by the Board of Directors to vote for the acceptance of the Offer and at the closing of such Offer all of the Shareholders shall sell all of their shares to the Third Party making such Offer on the same terms and conditions as contained in the Offer. In the event that a Shareholder fails to surrender its share certificate in connection with the consummation of an Offer, such certificate shall be deemed cancelled and the Company shall be authorized to issue a new certificate in the name of the Third Party and the Board shall be authorized to establish an escrow account into which the consideration for such cancelled shares shall be deposited and to appoint a trustee to administer such account. Proceeds received from a Third Party pursuant to this Section 4.1 shall be distributed in accordance with the rights of the shares pursuant to the Articles of Incorporation.
