Restrictions on Transfer of Warrants. This Warrant shall not be transferable to any person or entity other than a wholly-owned affiliate of the Holder or as permitted under the Purchase Agreement. The transfer of this Warrant to a wholly-owned affiliate or other transferee permitted under the Purchase Agreement and all rights hereunder, in whole or in part, is registrable at the office or agency of the Company referred to in Paragraph 7(e) hereof by the holder hereof in person or by his duly authorized attorney, upon surrender of this Warrant properly endorsed. Upon any transfer of this Warrant to any wholly-owned affiliate or other permitted transferee, other than a wholly-owned affiliate or other permitted transferee who is at that time a holder of other Warrants, the Company shall have the right to require the holder and the affiliate or other transferee to make customary representations to the extent reasonably necessary to assure that the transfer will comply with the Securities Act and any applicable state securities laws. Each holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, then endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Warrant shall have been so endorsed, may be treated by the Company and all other persons dealing with this Warrant as the absolute owner and holder hereof for any purpose and as the person entitled to exercise the rights represented by this Warrant and to the registration of transfer hereof on the books of the Company; but until due presentment for registration of transfer on such books the Company may treat the registered holder hereof as the owner and holder hereof for all purposes, and the Company shall not be affected by any notice to the contrary.
Appears in 3 contracts
Sources: Warrant Purchase Agreement (Magellan Health Services Inc), Warrant Purchase Agreement (Magellan Health Services Inc), Warrant Purchase Agreement (Magellan Health Services Inc)