Common use of Transfer of Warrant Clause in Contracts

Transfer of Warrant. If this Warrant is to be transferred and reissued to the transferee, the Holder shall surrender this Warrant to 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, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. For the avoidance of doubt, this Section 7(a) will not apply to a sale, transfer, pledge or assignment of this Warrant that does not involve a reissuance of this Warrant.

Appears in 35 contracts

Sources: Warrant Agreement (Presto Automation Inc.), Warrant Agreement (Presto Automation Inc.), Warrant Agreement (Presto Automation Inc.)

Transfer of Warrant. If this Warrant is to be transferred and reissued to the transferee, the Holder shall surrender this Warrant to 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, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d‎7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d‎7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. For the avoidance of doubt, this Section 7(a‎7(a) will not apply to a sale, transfer, pledge or assignment of this Warrant that does not involve a reissuance of this Warrant.

Appears in 16 contracts

Sources: Warrant Agreement (Presto Automation Inc.), Warrant Agreement (Presto Automation Inc.), Warrant Agreement (Presto Automation Inc.)

Transfer of Warrant. This Warrant may only be offered, sold or otherwise transferred (a) pursuant to an effective registration statement under the 1933 Act, (b) to the Company or (c) to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act in a transaction that does not require registration under the 1933 Act or applicable state securities laws, and the holder shall furnish to the Company an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Company prior to such offer, sale or transfer. If this Warrant is to be transferred and reissued to the transfereetransferred, the Holder shall surrender this Warrant to 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 transferCompany, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than then the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. For transferred and the avoidance of doubt, this Section 7(a) will not apply transferee shall agree to a sale, transfer, pledge or assignment of this Warrant that does not involve a reissuance of this Warrantbe bound by the terms hereof.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Mitel Networks Corp), Securities Purchase Agreement (Mitel Networks Corp)

Transfer of Warrant. If this Warrant is to be transferred and reissued to the transferee, the Holder shall surrender this Warrant to 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, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. For the avoidance of doubt, this Section 7(athis (a) will not apply to a sale, transfer, pledge or assignment of this Warrant that does not involve a reissuance of this Warrant.

Appears in 1 contract

Sources: Warrant Agreement (Interactive Strength, Inc.)

Transfer of Warrant. Nothing expressed in or to be implied from this Warrant is intended to give, or shall be construed to give, any person, other than the parties hereto and their permitted successors and assigns, any benefit or legal or equitable right, remedy or claim under or by virtue of this Warrant. Notwithstanding the foregoing, all references to the “Holder” shall apply to their respective successors and permitted assigns. Notwithstanding anything herein to the contrary, this Warrant may not be assigned or transferred except in compliance with applicable securities laws and the terms of the Purchase Agreement. If this Warrant is to be transferred and reissued to the transfereetransferred, the Holder shall surrender this Warrant to 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 transferCompany, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)7.9), registered as the Holder may request, representing the right to purchase the number of Warrant Shares shares of Series C-2 Stock being transferred by the Holder and, if less than the total number of Warrant Shares shares of Series C-2 Stock then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)7.9) to the Holder representing the right to purchase the number of Warrant Shares shares of Series C-2 Stock not being transferred. For the avoidance of doubt, this Section 7(a) will not apply to a sale, transfer, pledge or assignment of this Warrant that does not involve a reissuance of this Warrant.

Appears in 1 contract

Sources: Preferred Stock Purchase Warrant (Par Capital Management Inc)

Transfer of Warrant. If this Warrant is to be transferred and reissued to the transfereetransferred, the Holder shall surrender this Warrant to 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 transferAgent, whereupon the Company Warrant Agent will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d6(d)), registered with the Company as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d6(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. For ; provided, however, that in the avoidance event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of doubt, this Section 7(acounsel for the Company (who may be in-house counsel) will not apply to a sale, transfer, pledge or assignment of this Warrant stating that does not involve a reissuance of this Warrantsuch transfer may be made and indicating whether the new Warrants must also bear the restrictive legend.

Appears in 1 contract

Sources: Warrant Agreement (Ribbon Communications Inc.)