Agreement of Warrant Holders Sample Clauses
The "Agreement of Warrant Holders" clause establishes the collective rights and obligations of individuals or entities holding warrants issued by a company. Typically, this clause outlines how warrant holders may act together, such as through voting or written consent, to make decisions affecting their warrants, including amendments to warrant terms or responses to corporate actions. By defining the process for group decision-making, this clause ensures that actions taken on behalf of all warrant holders are valid and binding, thereby streamlining administration and preventing disputes among holders.
Agreement of Warrant Holders. Every holder of a Warrant, by his acceptance thereof, consents and agrees with the Company, the Warrant Agent and every other holder of a Warrant that:
(a) The Warrants are transferable only on the registry books of the Warrant Agent by the Registered Holder thereof in person or by his attorney duly authorized in writing and only if the Warrant Certificates representing such Warrants are surrendered at the office of the Warrant Agent, duly endorsed or accompanied by a proper instrument of transfer satisfactory to the Warrant Agent and the Company in their sole discretion, together with payment of any applicable transfer taxes; and
(b) The Company and the Warrant Agent may deem and treat the person in whose name the Warrant Certificate is registered as the holder and as the absolute, true and lawful owner of the Warrants represented thereby for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice or knowledge to the contrary, except as otherwise expressly provided in Section 7 hereof.
Agreement of Warrant Holders. The Holder, and to the extent that ------------------------------- portions of this Warrant are assigned and there is more than one Holder of warrants exercisable for the Warrant Shares, every holder of a Warrant, by accepting the same, consents and agrees with the Company and with all other Warrant holders that: (a) the Warrants are transferable only as permitted by SECTION 3 above; (b) the Warrants are transferable only on the registry books of --------- the Company as herein provided; and (c) the Company may deem and treat the person in whose name the Warrant certificate is registered as the absolute owner thereof and of the Warrants evidenced thereby for all purposes whatsoever, and the Company shall not be affected by any notice to the contrary,
Agreement of Warrant Holders. The Holder, by his acceptance thereof, consents and agrees with the Company and any Transfer or Warrant Agent that:
(a) The Warrants are transferable only on the registry books of the Company, any Transfer Agent or Warrant Agent by the Holder thereof in person or by his attorney duly authorized in writing and only if the warrant certificates representing such Warrants are surrendered at the office of the Company or the Transfer or Warrant Agent, if any, duly endorsed or accompanied by a proper instrument of transfer satisfactory to the Company and the Transfer or Warrant Agent, if any, in their sole discretion, together with payment of any applicable transfer taxes;
(b) The Company and any Transfer or Warrant Agent may deem and treat the person in whose name the warrant certificate is registered as the Holder and as the absolute, true and lawful owner of the Warrants represented thereby for all purposes, and none of the Company, the Transfer Agent or the Warrant Agent shall be affected by any notice or knowledge to the contrary, except as otherwise expressly provided in Section 5 hereof;
(c) Each Warrant shall be subject in all respects to the terms and conditions set forth in any amended warrant certificate upon the issuance thereof and upon the mailing by the Company of notice of the amendment of the terms and conditions of this Warrant;
(d) Holder shall execute all such further instruments and documents and take such further action as the Company may reasonably require in order to effectuate the terms and purposes of this Warrant.
Agreement of Warrant Holders. Every holder of a Warrant, by his acceptance thereof, consents and agrees with the Company, and every other holder of a Warrant that:
(a) The Warrants are transferable only on the registry books of the Company by the Registered Holder thereof in person or by his attorney-in-fact duly authorized in writing and only if the Warrant Certificates representing such Warrants are surrendered at the office of the Company, duly endorsed or accompanied by a proper instrument of transfer satisfactory to the Company in its discretion, together with payment of any applicable transfer taxes; and
(b) The Company may deem and treat the Registered Holder as the absolute, true and lawful owner of the Warrants represented thereby for all purposes, and the Company shall not be affected by any notice or knowledge to the contrary.
Agreement of Warrant Holders. Every holder of any Warrant, by his acceptance thereof, consents and agrees with the Company and every other holder of any Warrant that:
(i) The Warrants are transferable only on the registry books of the Company by the Registered Holder thereof in person or by his or her attorney duly authorized in writing and only if such Warrants are surrendered at the office of the Company, duly endorsed or accompanied by a proper instrument of transfer satisfactory to the Company, in its sole discretion, together with payment of any applicable transfer taxes; and
(ii) The Company may deem and treat the person in whose name the Warrant is registered as the holder and as the absolute, true and lawful owner thereof for all purposes, and the Company shall not be affected by any notice or knowledge to the contrary, except as otherwise expressly provided in Section 3.
Agreement of Warrant Holders. Every holder of a Warrant, by his or her acceptance thereof, consents and agrees with the Corporation and every other holder of a Warrant that:
(a) The Warrant Registry shall be maintained by the Corporation's Secretary, and shall be the official register of all Warrants issued to any person in the Offering. The Warrant Registry shall be dispositive as to the issuance, ownership, transfer and other aspects of each Warrant issued by the Corporation which are recorded therein and, absent manifest error, such records shall control for all purposes.
(b) The Warrants are transferable only on the Warrant Registry by the Holder thereof in person or by his attorney duly authorized in writing and only if the Warrant Certificates representing such Warrants are surrendered at the Corporate Office of the Corporation, duly endorsed or accompanied by a proper instrument of transfer satisfactory to the Corporation in its sole discretion, together with payment of the amount of any applicable transfer taxes; and
(c) The Corporation may deem and treat the person in whose name the Warrant Certificate is registered on the Warrant Registry as the holder and as the absolute, true and lawful owner of the Warrants represented thereby for all purposes, and the Corporation shall not be affected by any notice or knowledge to the contrary, except as otherwise expressly provided in this Certificate.
Agreement of Warrant Holders. The Registered Holder of this Warrant Certificate, by his acceptance thereof, consents and agrees with the Company and every other Registered Holder of a Warrant that:
Agreement of Warrant Holders. Every holder of a Warrant, by his acceptance of the Warrants, consents and agrees with the Company, the Warrant Agent and every other holder of a Warrant that: (a) The warrants are transferable only on the registry books of the Warrant Agent by the Registered Holder thereof in person or by his attorney duly authorized in writing and only if the Warrant Certificates representing such Warrants are surrendered at the office of the Warrant Agent, duly endorsed or accompanied by a proper instrument of transfer satisfactory to the Warrant Agent and the Company in their sole discretion, together with payment of any applicable transfer taxes; and (
Agreement of Warrant Holders. The Holder of this Warrant, by such Holder's acceptance thereof, consents and agrees with the Company that:
(i) This Warrant is transferable only on the registry books of the Company by the Holder thereof in person or by his attorney duly authorized in writing and only if this Warrant certificate is surrendered at the office of the Company, duly endorsed or accompanied by a proper instrument of transfer satisfactory to the Company in its sole discretion; and
(ii) The Company may deem and treat the person in whose name this Warrant certificate is registered as the holder and as the absolute, true and lawful owner of this Warrant for all purposes, and the Company shall not be affected by any notice or knowledge to the contrary.
Agreement of Warrant Holders. Every holder of a Warrant, by his acceptance thereof, consents and agrees with the Company, the Warrant Agent and every other holder of a Warrant that:
(a) The Warrants are transferable only on the books of the Company Agent by the Warrant Holder thereof in person or by his attorney duly authorized in writing and only if the Warrant Agreements representing such Warrants are surrendered at the office of the Company, duly endorsed or accompanied by a proper instrument of transfer satisfactory to the Company in its sole discretion, together with payment of any applicable transfer taxes;
(b) The Company may deem and treat the person in whose name the Warrant Agreement is registered as the holder and as the absolute, true and lawful owner of the Warrants represented thereby for all purposes, and the Company shall not be affected by any notice or knowledge to the contrary, except as otherwise expressly provided in Section 6 hereof;
(c) He hereby represents, warrants and agrees to and with each of the following with the understanding that the Company will rely upon his representations and agreements in determining compliance under applicable securities laws:
(i) The Warrant is a long-term investment and involves a high degree of risk. There is no present market for the Warrant and the exercise price for the Warrant is in excess of the current market value of the Common Stock. The Company has announced a sale of substantially all of its assets and, as a result of any such sale, the Company's securities may be delisted from Nasdaq trading. Thereafter, no market should be expected to develop. It is unlikely that he will be able to liquidate its investment in the event of an emergency and he could sustain a substantial loss of part or all of his investment.
(ii) He has been provided with and has carefully examined the Company's with the Securities and Exchange Commission pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.
(iii) He is an investment banker with experience in mergers, acquisitions and underwritings, he has, together with Josephthal, conducted an examination of the Company, its securities, assets, business and prospects and he is familiar with the risks associated with each of them.
(iv) Neither the offer nor the sale of the Warrant or the Common Stock underlying the Warrant is being registered under the Securities Act of 1933 or the securities laws of any state. Accordingly, none of the Warrant or the underlying C...