Restrictions on Transfer of Warrant Shares Clause Samples

The "Restrictions on Transfer of Warrant Shares" clause defines the limitations and conditions under which shares acquired through the exercise of a warrant may be sold, assigned, or otherwise transferred. Typically, this clause specifies that such shares cannot be transferred unless certain requirements are met, such as compliance with securities laws, obtaining company consent, or observing lock-up periods. For example, the holder may need to provide legal opinions or documentation to prove the transfer is lawful. The core function of this clause is to control the distribution of shares, protect the company from unregulated share transfers, and ensure compliance with applicable legal and regulatory frameworks.
Restrictions on Transfer of Warrant Shares. (a) Warrant Shares may not be sold, transferred, pledged, hypothecated or otherwise disposed of except in accordance with applicable federal and state securities laws. (b) Unless the Warrant Shares have been registered under the Act, or are exempt from registration, upon exercise of the Warrant or any portion thereof and the issuance of any Warrant Shares, all certificates representing Warrant Shares shall bear on the face thereof substantially the following legend: THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE OFFERED OR SOLD OR TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT WHICH, EXCEPT IN THE CASE OF AN EXEMPTION PURSUANT TO RULE 144 UNDER SAID ACT, IS CONFIRMED IN A LEGAL OPINION SATISFACTORY TO THE COMPANY. The Investor agrees and acknowledges that this Warrant is being purchased for its own account, for investment purposes only, and not for the account of any other person, and not with a view to distribution, assignment, pledge or resale to others or to fractionalization in whole or in part. The Investor further represents, warrants and agrees as follows: no other person has or will have a direct or indirect beneficial interest in this Warrant and the Investor will not sell, hypothecate or otherwise transfer the Warrant except in accordance with the Act thereunder and applicable state securities laws or unless, in the opinion of counsel for the Investor acceptable to the Company, an exemption from the registration requirements of the Act and such laws is available.
View SourceView Similar (18)
Restrictions on Transfer of Warrant Shares. The Investor agrees not to Transfer the Warrant Shares until the later of (i) the effectiveness of the Registration Statement and (ii) 180 days after the Closing Date.
View SourceView Similar (3)
Restrictions on Transfer of Warrant Shares. The Investor agrees not to Transfer the Warrant Shares, other than to a Permitted Transferee pursuant to the terms set forth herein, until the later of (i) completion of filing and effectiveness of the Registration Statement and (ii) August 23, 2007. Notwithstanding the foregoing, the Investor agrees that no Transfer shall be effected by the Company unless such Transfer exceeds one hundred fifty (150,000) thousand Warrant Shares.
View SourceView Similar (2)
Restrictions on Transfer of Warrant Shares. Any Holder or Holders of Warrant Shares shall be prohibited from the transfer of the Warrant Shares pursuant to the registration rights set forth in this Agreement during the limited period commencing on the date of this Agreement and ending on the earlier to occur of (a) the date thirty-six days following the Company's completion of financings (i.e., public offering or a private placement of the Company's equity securities, debt transactions, joint venture or any combination of the foregoing) in which the proceeds received by the Company are adequate to consummate the transactions contemplated by the Purchase Agreement or (b) the date six months following the date of this Agreement.
View Source
Restrictions on Transfer of Warrant Shares. The Warrant Shares issuable upon exercise of this Warrant shall be subject to the restrictions on transfer set forth in the Certificate of Incorporation, including those set forth in Article Twelfth thereof.
View Source
Restrictions on Transfer of Warrant Shares. TCC shall not sell, --------------------------------------------- pledge, or otherwise transfer any interest in any Warrant Shares except pursuant to the provisions of paragraph 7, 12, or 15 hereof, and pursuant to paragraph 3 or 4 of the Security Holders Agreement dated April 1, 1998, as amended.
View Source
Restrictions on Transfer of Warrant Shares. Warrant Shares issued upon exercise of a Warrant shall not be Transferred to any Person (other than an Affiliate of the Transferor) for 32 days following such issuance.
View Source
Restrictions on Transfer of Warrant Shares. The Holder shall not sell Warrant Shares, either under a registration statement or otherwise, until after a 31 day period from the date of exercise of the Warrant Shares to be sold. The Warrant Shares shall not be transferable except upon the conditions specified in the Warrant Purchase Agreement.
View Source
Restrictions on Transfer of Warrant Shares 
View Source

Related to Restrictions on Transfer of Warrant Shares

  • Restriction on Transfer of Warrants The Holder of a Warrant Certificate, by the Holder's acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, for a period of one (1) year from the date hereof, except to the Designees.

  • Restrictions on Transfer of Shares (a) There can be no valid transfer (as hereinafter defined) of any shares of stock purchased on exercise of the Option, or any interest in such shares, by any holder of such shares or interests unless such transfer is solely for cash consideration and is made in compliance with the following provisions: (1) Before there can be a valid transfer of any shares or any interest therein, the record holder of the shares to be transferred (the "Offered Shares") shall give written notice (by registered or certified mail) to the Company. Such notice shall specify the identity of the proposed transferee, the cash price offered for the Offered Shares by the proposed transferee and the other terms and conditions of the proposed transfer. The date such notice is mailed shall be hereinafter referred to as the "notice date" and the record holder of the Offered Shares shall be hereinafter referred to as the "Offeror." (2) For a period of thirty (30) calendar days after the notice date, the Company shall have the option to purchase all (but not less than all) of the Offered Shares at the purchase price and on the terms set forth in subsection (a)(3) of this Section 5.8. This option shall be exercisable by the Company by mailing (by registered or certified mail) written notice of exercise to the Offeror prior to the end of said thirty (30) days. (3) The price at which the Company may purchase the Offered Shares pursuant to the exercise of such option shall be the cash price offered for the Offered Shares by the proposed transferee (as set forth in the notice required under subsection (a)(1) of this Section 5.8). The Company's notice of exercise of such option shall be accompanied by full payment for the Offered Shares and, upon such payment by the Company, the Company shall acquire full right, title and interest to all of the Offered Shares. (4) If, and only if, the option given pursuant to subsection (a)(2) of this Section 5.8 is not exercised, the transfer proposed in the notice given pursuant to subsection (a)(1) of this Section 5.8 may take place; provided, however, that such transfer must, in all respects, be exactly as proposed in said notice except that such transfer may not take place either before the tenth (10th) calendar day after the expiration of said thirty-day option exercise period or after the ninetieth (90th) calendar day after the expiration of said thirty-day option exercise period, and if such transfer has not taken place prior to said ninetieth (90th) day, such transfer may not take place without once again complying with subsection (a) of this Section 5.8. (b) As used in this Section 5.8, the term "transfer" means any sale, encumbrance, pledge, gift or other form of disposition or transfer of shares of the Company's stock or any legal or equitable interest therein; provided, however, that the term "transfer" does not include a transfer of such shares or interests by will or by the applicable laws of descent and distribution or a gift of such shares if the donee agrees to be bound by the provisions of this Section 5.8. (c) None of the shares of the Company's stock purchased on exercise of the Option shall be transferred on the Company's books nor shall the Company recognize any such transfer of any such shares or any interest therein unless and until all applicable provisions of this Section 5.8 have been complied with in all respects. The certificates of stock evidencing shares of stock purchased on exercise of the Option shall bear an appropriate legend referring to the transfer restrictions imposed by this Section 5.8 and to the repurchase option provided for in Section 5.8.

  • Restrictions on Transfer of Award This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

  • Registration Restrictions on Transfer 3 2.1 Restrictions on Transfer......................................................3

  • Restrictions on Transferability The Warrants and the Warrant Stock shall not be transferred, hypothecated or assigned before satisfaction of the conditions specified in this Section 9, which conditions are intended to ensure compliance with the provisions of the Securities Act with respect to the Transfer of any Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 9.