Common use of Transfers, etc Clause in Contracts

Transfers, etc. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) The Registered Holder acknowledges and agrees that the Warrant Shares shall be subject to the restrictive legend requirements set forth in that certain Securities Purchase Agreement, dated December 18, 2019, between the Company and the investors named therein. (c) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change the Registered H▇▇▇▇▇’s address as shown on the warrant register by written notice to the Company requesting such change. (d) Subject to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency).

Appears in 2 contracts

Sources: Common Stock Warrant (Selecta Biosciences Inc), Common Stock Purchase Warrant (Selecta Biosciences Inc)

Transfers, etc. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) The Registered Holder acknowledges and agrees that the Warrant Shares shall be subject to the restrictive legend requirements set forth in that certain Securities Purchase Agreement, dated December 18June 26, 20192017, between the Company and the investors named therein.▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ph.D. (c) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change the Registered H▇▇▇▇▇’s his address as shown on the warrant register by written notice to the Company requesting such change. (d) Subject to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency).

Appears in 2 contracts

Sources: Securities Purchase Agreement (Selecta Biosciences Inc), Common Stock Purchase Warrant (Selecta Biosciences Inc)

Transfers, etc. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the 1933 Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the 1933 Act. (b) The Registered Holder acknowledges and agrees that the Warrant Shares shall be subject to the restrictive legend requirements set forth in that certain Securities Purchase Agreement, dated December 18February 19, 20192021, between the Company and the investors named therein. (c) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change the Registered H▇▇▇▇▇’s address as shown on the warrant register by written notice to the Company requesting such change. (d) Subject to the provisions of this Section 5 hereof5, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency).

Appears in 2 contracts

Sources: Warrant Agreement (Ayala Pharmaceuticals, Inc.), Warrant Agreement (Ayala Pharmaceuticals, Inc.)

Transfers, etc. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) The Registered Holder acknowledges and agrees that the Warrant Shares shall be subject to the restrictive legend requirements set forth in that certain Securities Purchase Agreement, dated December 18, 2019, between the Company and the investors named therein. (c) The Company will shall maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change the Registered H▇▇▇▇▇’s its address as shown on the warrant register by written notice to the Company requesting such change. (db) Subject to the provisions of this Section 5 hereofand the Asset Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency); provided, however, that any such transfer must be in compliance with all applicable federal and state securities laws and must include the delivery to the Company of representations of the transferee substantially similar to those set forth in Section 4 hereof and, if this Warrant or any rights hereunder are sold, pledged or hypothecated in whole or in part, legal opinions with respect thereto in a form reasonably satisfactory to the Company, if such are requested by the Company; and provided, further, that notwithstanding the foregoing, no such legal opinions shall be requested by the Company in connection with any transfer by the Registered Holder to Pencom Systems, Incorporated or by Pencom Systems, Incorporated to ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇., ▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇.

Appears in 1 contract

Sources: Common Stock Purchase Warrant (Mti Technology Corp)

Transfers, etc. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) The Registered Holder acknowledges and agrees that the Warrant Shares shall be subject to the restrictive legend requirements set forth in that certain Securities Purchase Agreement, dated December 18, 2019, between the Company and the investors named therein. (c) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change the Registered H▇▇▇▇▇’s address as shown on the warrant register by written notice to the Company requesting such change. (d) Subject to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency).

Appears in 1 contract

Sources: Common Stock Purchase Warrant (Selecta Biosciences Inc)