Common use of Transfer, Division and Combination Clause in Contracts

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any 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 25,000 shares underlying this Warrant to any such transferee so long as transferee is an Affiliate (as defined herein) of Purchaser. For purposes of this Agreement, the term "Affiliate of a subject entity shall mean an entity that controls, is controlled by or is under common control with the subject entity. For purposes of the definition of "Affiliate," "control" shall mean beneficial ownership (whether direct or indirect) of shares of an entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, of the election of the corresponding management authority) of such and entity of (i) more than fifty percent (50%) or (ii) such lesser percentage as is the maximum ownership permitted in the country where the entity exists. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee 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 cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any 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 25,000 50,000 shares underlying this Warrant to any such transferee so long as transferee is an Affiliate (as defined herein) of Purchaser. For purposes of this Agreement, the term "Affiliate of a subject entity shall mean an entity that controls, is controlled by or is under common control with the subject entity. For purposes of the definition of "Affiliate," "control" shall mean beneficial ownership (whether direct or indirect) of shares of an entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, of the election of the corresponding management authority) of such and entity of (i) more than fifty percent (50%) or (ii) such lesser percentage as is the maximum ownership permitted in the country where the entity existstransferee. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee 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 cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgment of the Company is in direct competition with the Company.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities lawslaws and the conditions set forth in Sections 1 and 7(e) hereof, transfer of this Warrant and all rights hereunderhereunder are transferable, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form “Assignment Form” attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any 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 25,000 shares underlying this Warrant to any such transferee so long as transferee is an Affiliate (as defined herein) of Purchaser. For purposes of this Agreement, the term "Affiliate of a subject entity shall mean an entity that controls, is controlled by or is under common control with the subject entity. For purposes of the definition of "Affiliate," "control" shall mean beneficial ownership (whether direct or indirect) of shares of an entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, of the election of the corresponding management authority) of such and entity of (i) more than fifty percent (50%) or (ii) such lesser percentage as is the maximum ownership permitted in the country where the entity exists. Upon such surrender and, if required, such payment, : (i) the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and assignment (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 cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. (b) The Company may require, as a condition of allowing such transfer (i) that the Holder 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 under applicable state securities or blue sky laws, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities lawslaws and the conditions set forth in Sections 1 and 7(e) hereof, transfer of this Warrant and all rights hereunderhereunder are transferable, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form “Assignment Form” attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any 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 25,000 shares underlying this Warrant to any such transferee so long as transferee is an Affiliate (as defined herein) of Purchaser. For purposes of this Agreement, the term "Affiliate of a subject entity shall mean an entity that controls, is controlled by or is under common control with the subject entity. For purposes of the definition of "Affiliate," "control" shall mean beneficial ownership (whether direct or indirect) of shares of an entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, of the election of the corresponding management authority) of such and entity of (i) more than fifty percent (50%) or (ii) such lesser percentage as is the maximum ownership permitted in the country where the entity exists. Upon such surrender and, if required, such payment, : (i) the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and assignment (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 cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. b) The Company may require, as a condition of allowing such transfer, (i) that the Holder 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 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 form and substance acceptable to the Company.

Transfer, Division and Combination. (a) Subject No Warrant granted under this Agreement shall be transferable by ▇▇▇▇▇ otherwise than by Will or the laws of descent and distribution and, during the lifetime of ▇▇▇▇▇, shall not be exercisable by any other person, but only by him. The Company agrees to compliance with any applicable securities lawsmaintain 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 hereunderhereunder are transferable ONLY with respect to (i) ▇▇▇▇▇'▇ heirs and devisees, or (ii) ▇▇▇▇▇'▇ Estate in whole or in part, shall be registered on the such books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Companysuch office, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder hereof or its his 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 25,000 shares underlying this Warrant to any such transferee so long as transferee is an Affiliate (as defined herein) of Purchaser. For purposes of this Agreement, the term "Affiliate of a subject entity shall mean an entity that controls, is controlled by or is under common control with the subject entity. For purposes of the definition of "Affiliate," "control" shall mean beneficial ownership (whether direct or indirect) of shares of an entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, of the election of the corresponding management authority) of such Upon surrender and entity of (i) more than fifty percent (50%) or (ii) such lesser percentage as is the maximum ownership permitted in the country where the entity exists. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants Warrant(s) in the name of the assignee or assignees of Holder and in the denomination or denominations specified in such instrument of assignment, and this Warrant shall issue to be canceled promptly. If and when this Warrant is assigned in blank, the assignor a new Warrant evidencing Company may, but shall not be obligated to, treat the portion bearer hereof as the absolute owner of this Warrant for all purposes and the Company shall not so assigned, and this Warrant shall promptly be cancelledaffected by any notice to the contrary. A Warrant, if properly assigned, warrant may be exercised by a new holder Holder for the purchase of Warrant Shares 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. (a) Subject No Warrant granted under this Agreement shall be transferable by ▇▇▇▇ otherwise than by Will or the laws of descent and distribution and, during the lifetime of ▇▇▇▇, shall not be exercisable by any other person, but only by him. The Company agrees to compliance with any applicable securities lawsmaintain 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 hereunderhereunder are transferable ONLY with respect to (i) ▇▇▇▇'▇ heirs and devisees, or (ii) ▇▇▇▇'▇ Estate in whole or in part, shall be registered on the such books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Companysuch office, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder hereof or its his 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 25,000 shares underlying this Warrant to any such transferee so long as transferee is an Affiliate (as defined herein) of Purchaser. For purposes of this Agreement, the term "Affiliate of a subject entity shall mean an entity that controls, is controlled by or is under common control with the subject entity. For purposes of the definition of "Affiliate," "control" shall mean beneficial ownership (whether direct or indirect) of shares of an entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, of the election of the corresponding management authority) of such Upon surrender and entity of (i) more than fifty percent (50%) or (ii) such lesser percentage as is the maximum ownership permitted in the country where the entity exists. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants Warrant(s) in the name of the assignee or assignees of Holder and in the denomination or denominations specified in such instrument of assignment, and this Warrant shall issue to be canceled promptly. If and when this Warrant is assigned in blank, the assignor a new Warrant evidencing Company may, but shall not be obligated to, treat the portion bearer hereof as the absolute owner of this Warrant for all purposes and the Company shall not so assigned, and this Warrant shall promptly be cancelledaffected by any notice to the contrary. A Warrant, if properly assigned, warrant may be exercised by a new holder Holder for the purchase of Warrant Shares 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. (a) Subject 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 compliance with any applicable securities lawsmaintain 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 hereunderhereunder are transferable ONLY with respect to (i) Seslowe's heirs and devisees, or (ii) Seslowe's Estate in whole or in part, shall be registered on the such books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Companysuch office, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder hereof or its his 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 25,000 shares underlying this Warrant to any such transferee so long as transferee is an Affiliate (as defined herein) of Purchaser. For purposes of this Agreement, the term "Affiliate of a subject entity shall mean an entity that controls, is controlled by or is under common control with the subject entity. For purposes of the definition of "Affiliate," "control" shall mean beneficial ownership (whether direct or indirect) of shares of an entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, of the election of the corresponding management authority) of such Upon surrender and entity of (i) more than fifty percent (50%) or (ii) such lesser percentage as is the maximum ownership permitted in the country where the entity exists. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants Warrant(s) in the name of the assignee or assignees of Holder and in the denomination or denominations specified in such instrument of assignment, and this Warrant shall issue to be canceled promptly. If and when this Warrant is assigned in blank, the assignor a new Warrant evidencing Company may, but shall not be obligated to, treat the portion bearer hereof as the absolute owner of this Warrant for all purposes and the Company shall not so assigned, and this Warrant shall promptly be cancelledaffected by any notice to the contrary. A Warrant, if properly assigned, warrant may be exercised by a new holder Holder for the purchase of Warrant Shares 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.