Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 3.09 and elsewhere in this Agreement, Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Company in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Agreement will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Agreement, as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Note for any exchange or registration of transfer, but the Company may require such Holder to pay a sum sufficient to cover any transfer tax that are Other Connection Taxes, assessment or other governmental charge imposed in connection with such registration of transfer or exchange to a person other than the Company or its affiliates. (iv) Unless the Company specifies otherwise, the Company will not be required to exchange or register a transfer of any Note that has been surrendered for conversion or for which a Fundamental Change Repurchase Notice has been delivered or that is subject to Redemption, except to the extent any portion of such Note is not subject to the foregoing. (v) Notwithstanding anything to the contrary herein, no transfer or exchange of any Note will be permitted without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed).
Appears in 4 contracts
Sources: Senior Convertible Note Purchase Agreement (Scynexis Inc), Senior Convertible Note Purchase Agreement (Scynexis Inc), Senior Convertible Note Purchase Agreement (Scynexis Inc)
Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 3.09 and elsewhere in this Agreement, Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Company in the Register.
(ii) All Notes issued upon any registration of transfer or exchange in accordance with this Agreement will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Agreement, as the Notes surrendered upon such registration of transfer or exchange.
(iii) No service charge will be imposed on any Holder of a Note for any exchange or registration of transfer, but the Company may require such Holder to pay a sum sufficient to cover any transfer tax that are Other Connection Taxes, assessment or other governmental charge charges imposed on the Company in connection with such exchange or registration of transfer or exchange to a person other than the Company or its affiliates.
(iv) Unless the Company specifies otherwise, the Company will not be required to exchange or register a transfer of any Note that has been surrendered for conversion or for which a Fundamental Change Repurchase Notice or a Repurchase Notice has been delivered or that is subject to Redemptiondelivered, except to the extent any portion of such Note is not subject to the foregoing.
(v) Notwithstanding anything to the contrary herein, no transfer or exchange of any Note will be permitted without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Sources: Securities Purchase Agreement (Graf Acquisition Corp. IV)
Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in this Section 3.09 3.11 and elsewhere in this Agreement, Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Company in the Register.
(ii) . All Notes issued upon any registration of transfer or exchange in accordance with this Agreement will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Agreement, Agreement as the Notes surrendered upon such registration of transfer or exchange.
(iii) . No service charge will be imposed on any Holder of a Note for any exchange or registration of transfer, but the Company may require such Holder to pay a sum sufficient to cover any transfer tax that are Other Connection Taxestax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange to a person other than the Company or its affiliates.
(iv) exchange. Unless the Company specifies otherwise, the Company will not be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or for (ii) as to which a Fundamental Change Repurchase Notice has been delivered or that Section 5.06 is subject to Redemptionapplicable, in each case, except to the extent any portion of such Note is not subject to the foregoing.
(v) . Notwithstanding anything to the contrary herein, no transfer or exchange of any Note will be permitted without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed, it being understood and agreed that the Company may withhold its consent to such a transfer or exchange if the Board of Directors determines in good faith that such transfer would not be in the best interest of the Company based on the proposed transferee's investment intention or investment history).
Appears in 1 contract
Sources: Convertible Note Purchase Agreement (Raptor Pharmaceutical Corp)