Transfer; Successors and Assigns. This Note and any rights hereunder may not be assigned, conveyed or transferred, in whole or in part, without the prior written consent of the Company; provided, however, that an assignment, conveyance or transfer to an Affiliate (as defined in the Investors’ Rights Agreement) of the Holder shall not be subject to such requirement for prior written consent. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Subject to the preceding sentences, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, a new note for the same principal amount and interest will be issued to, and registered in the name of, the transferee. Interest and principal are payable only to the registered holder of this Note.
Appears in 3 contracts
Sources: Secured Subordinated Convertible Promissory Note (PureTech Health PLC), Secured Subordinated Convertible Promissory Note (PureTech Health PLC), Secured Subordinated Convertible Promissory Note (PureTech Health PLC)
Transfer; Successors and Assigns. This Note and any rights hereunder The Holder may not be assignedsell, conveyed assign, pledge, dispose of or transferred, in whole or in part, otherwise transfer this Note without the prior written consent of the Company; provided, however, that an assignment, conveyance or transfer Company other than to an Affiliate (as defined in the Investors’ Rights Agreement) affiliates of the Holder shall not be subject to such requirement who are “accredited investors” and, if the Holder is an individual investor, for prior written consent. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the partiesbona fide estate planning purposes. Subject to the preceding sentencessentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the CompanyHolder. Thereupon, a new note for the same principal amount and interest will be issued to, and registered in the name name, of, the transferee. Interest and principal are payable only to the registered holder of this Note. The terms and conditions of this Note shall inure to the benefit of and binding upon the respective successors and permitted assigns of the parties.
Appears in 2 contracts
Sources: Convertible Promissory Note (Thar Pharmaceuticals Inc), Convertible Promissory Note (Thar Pharmaceuticals Inc)
Transfer; Successors and Assigns. This Note The rights and any rights hereunder obligations of the Company and the Holder shall be binding upon and shall inure to the benefit of their successors, assigns and transferees. Notwithstanding the foregoing, the Holder may not be assignedassign, conveyed pledge, or transferred, in whole or in part, otherwise transfer this Note without the prior written consent of the Company; provided, however, that an assignment, conveyance or transfer to an Affiliate (as defined in the Investors’ Rights Agreement) of the Holder shall not be subject to such requirement for prior written consent. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Subject to the preceding sentencessentence, this Note may be transferred only to “accredited investors” who are not “Bad Actors” in compliance with any applicable laws, and upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, including but not limited to the execution by any transferee of representations and warranties substantially similar to those set forth in the Purchase Agreement and this Note, a new note for the same principal amount and interest will be issued to, and registered in the name of, the transferee. Interest and principal are payable only to the registered holder of this Note.
Appears in 2 contracts
Sources: Convertible Promissory Note (Jaguar Animal Health, Inc.), Convertible Promissory Note (Jaguar Animal Health, Inc.)
Transfer; Successors and Assigns. This Note and any rights hereunder may not be assigned, conveyed or transferred, in whole or in part, without the prior written consent of the Company; provided, however, that an assignment, conveyance or transfer to an Affiliate (as defined in the Investors’ Rights Agreement) of the Holder shall not be subject to such requirement for prior written consent. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Notwithstanding the foregoing, the Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Company not to be unreasonably withheld, except for transfers to affiliates that agree in writing to be bound by the terms of the Purchase Agreement. Subject to the preceding sentencessentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, a new note for the same principal amount and interest will be issued to, and registered in the name of, the transferee. Interest and principal are payable only to the registered holder of this Note.
Appears in 2 contracts
Sources: Bridge Note Purchase Agreement (Corgi International LTD), Bridge Note Purchase Agreement (Consor Capital II LP)
Transfer; Successors and Assigns. This Note and any rights hereunder may not be assigned, conveyed or transferred, in whole or in part, without the prior written consent of the Company; provided, however, that an assignment, conveyance or transfer to an Affiliate (as defined in the Investors’ Rights Agreement) of the Holder shall not be subject to such requirement for prior written consent. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective heirs, successors and permitted assigns of the parties. Notwithstanding the foregoing, the Company may not assign, pledge or otherwise transfer this Note without the prior written consent of the Holder. Subject to the preceding sentencessentence, this Note may be transferred by the Company only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form terms satisfactory to the CompanyHolder. This Note may be transferred by the Holder only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer, a form of which has been given to the Holder. Thereupon, a new note for the same principal amount and interest will be issued to, and registered in the name of, the transferee. Interest and principal are payable only to the registered holder Holder of this Note.
Appears in 2 contracts
Sources: Security and Loan Agreement (Hunapu Inc), Security and Loan Agreement (Informedix Holdings Inc)
Transfer; Successors and Assigns. This Note and any rights hereunder may not be assigned, conveyed or transferred, in whole or in part, without the prior written consent of the Company; provided, however, that an assignment, conveyance or transfer to an Affiliate (as defined in the Investors’ Rights Agreement) of the Holder shall not be subject to such requirement for prior written consent. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Notwithstanding the foregoing, the Company may not assign, pledge or otherwise transfer this Note without the prior written consent of the Holder, which shall not be unreasonably withheld, and the Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Company, which shall not be unreasonably withheld. Subject to the preceding sentencessentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the CompanyHolder. Thereupon, a new note for the same principal amount and interest will be issued to, and registered in the name of, the transferee. Interest and principal are payable only to the registered holder of this Note.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Mercata Inc)
Transfer; Successors and Assigns. This Note and any rights hereunder may not be assigned, conveyed or transferred, in whole or in part, without the prior written consent of the Company; provided, however, that an assignment, conveyance or transfer to an Affiliate (as defined in the Investors’ Rights Agreement) of the Holder shall not be subject to such requirement for prior written consent. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Notwithstanding the foregoing, (i) the Company may not assign or otherwise transfer this Note or its obligations hereunder without the prior written consent of the Holder and (ii) the Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Company, except for transfers to affiliates of the Holder. Subject to the preceding sentencessentence, this Note may be transferred by the Holder only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, a new note for the same principal amount and interest (and reflecting accrued interest) will be issued to, and registered in the name of, the transferee. Interest and principal are payable only to the registered holder of this Note.
Appears in 1 contract
Sources: Promissory Note and Security Agreement (Groundfloor Finance Inc.)
Transfer; Successors and Assigns. This Note and any rights hereunder may not be assigned, conveyed or transferred, in whole or in part, without the prior written consent of the Company; provided, however, that an assignment, conveyance or transfer to an Affiliate (as defined in the Investors’ Rights Agreement) of the Holder shall not be subject to such requirement for prior written consent. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Notwithstanding the foregoing, the Company may not assign, pledge or otherwise transfer this Note without the prior written consent of the Holder, which shall not be unreasonably withheld, and the Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Company, which shall not be unreasonably withheld, except for transfers to affiliates. Subject to the preceding sentencessentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the CompanyHolder. Thereupon, a new note for the same principal amount and interest will be issued to, and registered in the name of, the transferee. Interest and principal are payable only to the registered holder of this Note.
Appears in 1 contract
Sources: Series D Preferred Stock and Convertible Note Purchase Agreement (Drugstore Com Inc)