Transfer of Warrant Certificate Sample Clauses

Transfer of Warrant Certificate. The Warrant Certificate shall be transferable only on the Warrant Register upon delivery of the Warrant Certificate duly endorsed by the Holder or by its duly authorized attorney or representative (with evidence reasonably satisfactory to the Company of such authorization), or accompanied by evidence reasonably satisfactory to the Company of succession, assignment or authority to transfer. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrant Certificates to be transferred on the Warrant Register to any person, unless the Holder of such Warrants shall furnish to the Company evidence satisfactory to the Company of (i) compliance with the registration provisions of Section 5 of the Securities Act of 1933, as amended (the "Act"), or (ii) the availability of an exemption from compliance with the registration provisions of Section 5 of the Act.

Transfer of Warrant Certificate. (a) Prior to a Prepayment Event, outstanding Warrants and any rights to the further issuance of Warrants pursuant hereto may only be transferred together with the Notes on a pro rata basis (as to each tranche of Base Warrants and Additional Warrants issued or issuable) in proportion to the principal amount of Notes issued to each Purchaser. After the earlier of a Prepayment Event or the fourth (4th) anniversary of the date hereof, the Warrants may be transferred independent of the Notes, provided such transfer is in accordance with the terms hereof. The Warrant Certificate shall be transferable only on the Warrant Register upon delivery of the Warrant Certificate duly endorsed by the Holder or by its duly authorized attorney or representative (with evidence reasonably satisfactory to the Company of such authorization), or accompanied by evidence reasonably satisfactory to the Company of succession, assignment or authority to transfer. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrant Certificates to be transferred on the Warrant Register to any person, unless the Holder of such Warrants shall furnish to the Company evidence satisfactory to the Company of (i) (x) compliance with the registration provisions of Section 5 of the Securities Act of 1933, as amended (the "Act"), or (y) the availability of an exemption from compliance with the registration provisions of Section 5 of the Act; and (ii) compliance with that certain Amended and Restated Stockholders' Agreement to be executed by or on behalf of the parties hereto on the Closing Date (the "Amended and Restated Stockholders' Agreement"). (b) The parties hereto acknowledge and agree, notwithstanding subsection (a) above, that this Agreement does not restrict transfers of Warrants among the Purchasers to the extent otherwise permitted under the Indemnification and Contribution Agreement dated the date hereof among the Purchasers.

Transfer of Warrant Certificate. Subject to the provisions of Section 4 hereof, this Warrant Certificate may be transferred, in whole or in part, by presentation of the Warrant Certificate to the Issuer with written instructions for such transfer. Upon such presentation for transfer, the Issuer shall promptly execute and deliver a new Warrant Certificate or Warrant Certificates in the form hereof in the name of the assignee or assignees and in the denominations specified in such instructions.

Transfer of Warrant Certificate. If a Warrant Certificate is to be transferred, the Holder shall surrender such Warrant Certificate to the Warrant Agent, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant Certificate (in accordance with Section 9(d)), registered as the Holder may request, representing the Warrants being transferred by the Holder and, if less than the total number of Warrants then underlying a Warrant Certificate is being transferred, a new Warrant Certificate (in accordance with Section 9(d)) to the Holder representing the Warrants not being transferred. The Company shall not be required to pay any tax which may be payable in respect of any transfer of the Warrant.

Transfer of Warrant Certificate. SII has good right and lawful authority to transfer and convey the Warrants and to execute the Lost Warrant Certificate Affidavit to ShoLodge, and the Warrant Certificate and the Warrants evidenced thereby have not been previously transferred, conveyed or endorsed to any other person.

Transfer of Warrant Certificate. The Warrant Certificate shall be transferable only on the Warrant Register upon delivery of the Warrant Certificate duly endorsed by the Holder or by its duly authorized attorney or representative (with evidence reasonably satisfactory to the Company of such authorization), or accompanied by evidence reasonably satisfactory to the Company of succession, assignment or authority to transfer. Upon any registration of transfer, the Company shall deliver a new Warrant Certificate(s) to the person(s) entitled thereto. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrant Certificates to be transferred on the Warrant Register to any person, unless the Holder of such Warrants shall furnish to the Company evidence satisfactory to the Company of compliance with the registration provisions of Section 5 of the Securities Act of 1933, as amended (the "Act"), or the availability of an exemption from compliance with the registration provisions of Section 5 of the Act.

Transfer of Warrant Certificate. Subject to compliance by the Holder with any applicable resale restrictions and any other applicable laws ‎and regulatory requirements, the Corporation acknowledges and agrees that this Warrant Certificate may be assigned or transferred by the Holder at the Holder's option, in whole or in part. It is the sole responsibility of ‎the Holder to ensure that all such restrictions, laws and regulatory requirements have been observed. The ‎Corporation shall issue and mail, as soon as practicable, and in any event within five (5) ‎Business Days of receipt of this Warrant Certificate, together with a duly completed and ‎executed Transfer Form attached hereto, a new Warrant Certificate or Warrant Certificates (with or without ‎legends as may be appropriate) registered in the name of the transferee or as the transferee ‎may direct and shall take all other necessary actions to effect the transfer as directed.‎ The Corporation reserves the right to require evidence, to its sole reasonable ‎satisfaction, of compliance with all applicable securities laws prior to giving effect to any ‎assignment or transfer of this Warrant Certificate.‎