Common use of Certification by the Warrant Agent Clause in Contracts

Certification by the Warrant Agent. No Warrant shall be issued or, if issued, shall be valid for any purpose or entitle the registered holder to the benefit hereof or thereof until it has been Authenticated or certified by manual signature by or on behalf of the Warrant Agent, and such Authentication or certification by the Warrant Agent shall be conclusive evidence as against the Company that the Warrant so Authenticated or certified has been duly issued hereunder and that the holder is entitled to the benefit hereof. The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its internal procedures and the Company shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error and such Uncertificated Warrants are binding on the Company. The Authentication and/or certification of the Warrant Agent on Warrants issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or the Warrants (except the due Authentication and certification thereof) and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration therefor nor for any breach by the Company of its covenants herein, except as otherwise specified therein.

Appears in 1 contract

Sources: Warrant Indenture

Certification by the Warrant Agent. 2.7.1 No Warrant Certificate shall be issued or, if issued, shall be valid for any purpose or entitle the holder to the benefit hereof until it has been certified by manual signature by or on behalf of the Warrant Agent by its authorized signing officers substantially in the form of the Warrant Certificate, and such certification by the Warrant Agent upon any Warrant Certificate shall be conclusive evidence as against the Corporation that the Warrant Certificate so certified has been duly issued hereunder and that the holder is entitled to the benefits hereof.‌ 2.7.2 No Uncertificated Warrant shall be issued or, if issued, shall be valid for any purpose or entitle the registered holder to the benefit hereof or thereof until it has been Authenticated or certified by manual signature by or on behalf of the Warrant Agent, and such Authentication or certification by the Warrant Agent shall be conclusive evidence as against the Company that the Warrant so Authenticated or certified has once its Internal Procedures have been duly issued hereunder and that the holder is entitled to the benefit hereof. The Warrant Agent shall Authenticate Uncertificated Warrants completed (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its internal procedures and the Company Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication certification shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time time, the register at the later time shall be controlling, absent manifest error error, and such Uncertificated Warrants are binding on the Company. Corporation. 2.7.3 The Authentication and/or certification of the Warrant Agent on Warrant Certificates and/or Uncertificated Warrants issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or the Warrants Warrant Certificates (except the due Authentication and certification thereof) or as to the performance by the Corporation of its obligations under this Indenture, and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants Warrant Certificates or any of them or of the consideration therefor nor for any breach by the Company of its covenants herein, except as otherwise specified therein.herein.‌‌

Appears in 1 contract

Sources: Warrant Indenture

Certification by the Warrant Agent. (a) No Warrant Certificate shall be issued or, if issued, shall be valid for any purpose or entitle the registered holder to the benefit hereof or thereof until it has been (i) in the case of a physical warrant certificate, Authenticated or certified by manual signature by or on behalf of the Warrant Agent; (ii) or in the case of an uncertificated Warrant Certificate, the Warrant Agent shall Authenticate an uncertificated Warrant Certificate by completing all its customary Internal Procedures in connection with the making of any one or more entries to, changes in or deletions of any one or more entries in the register of Warrantholders maintained by the Warrant Agent in accordance with Section 3.3 hereof, and such Authentication or certification by the Warrant Agent upon any Warrant Certificate or uncertificated Warrant Certificate shall be conclusive evidence as against the Company Corporation that the Warrant Certificate or uncertificated Warrant Certificate so Authenticated or certified has been duly issued hereunder and that the holder is entitled to the benefit hereof. The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its internal procedures and the Company shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants uncertificated Warrant Certificates with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error and such Uncertificated Warrants uncertificated Warrant Certificates are binding on the CompanyCorporation. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture. (b) The Authentication and/or certification of the Warrant Agent on Warrants the Warrant Certificates issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or the Warrants Warrant Certificates (except the due Authentication and certification thereof) and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants Warrant Certificates or any of them or of the consideration therefor nor for any breach by the Company Corporation of its covenants herein, except as otherwise specified therein.

Appears in 1 contract

Sources: Warrant Indenture (Great Panther Silver LTD)

Certification by the Warrant Agent. 2.6.1 No Warrant Certificate shall be considered issued and Authenticated or, if issuedAuthenticated, shall be valid for any purpose or entitle the registered holder Holder thereof to the benefit hereof or thereof benefits of this Indenture until it has been Authenticated or certified by manual signature by or on behalf of the Warrant Agent, Agent by its authorized signing officers substantially in the form set out in Schedule “A” (in respect of Long-Term Warrants) or Schedule “B” (in respect of Short-Term Warrants) and such Authentication or certification by the Warrant Agent upon any such Warrant Certificate shall be conclusive evidence as against the Company Corporation that the said Warrant Certificate so Authenticated or certified has been duly issued hereunder and that the holder thereof is entitled to the benefit hereof. benefits of this Indenture. 2.6.2 The Authentication of the Warrant Agent on the Warrant Certificates issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or the Warrant Certificates (except the due Authentication thereof), or as to the performance by the Corporation of its obligations hereunder, and the Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuancein no respect be liable or answerable for the use made of the Warrant Certificates or any of them or of the consideration therefor except, exchange, registration as otherwise specified herein. 2.6.3 Any Warrant Certificate validly issued in accordance with the terms of transfer, partial payment, or otherwise) by completing its internal procedures and this Indenture in effect at the Company time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and hereby acknowledges applicable Securities Laws, validly entitle the Holder to acquire Common Shares, notwithstanding that it shall, thereupon the form of such Warrant Certificate may not be deemed to have duly and validly issued such Uncertificated Warrants under in the form currently required by this Indenture. 2.6.4 No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the Holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such Authentication entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder is a valid and binding obligation of the Corporation and that the holder or holders are is entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error and such Uncertificated Warrants are binding on the Company. . 2.6.5 The Authentication and/or certification of the Warrant Agent on of any Uncertificated Warrants issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or the such Warrants (except the due Authentication and certification thereof) ), or as to the performance by the Corporation of its obligations hereunder, and the Warrant Agent shall in no respect be liable or answerable for the use made of the such Warrants or any of them or of the consideration therefor nor for any breach by the Company of its covenants hereinexcept, except as otherwise specified thereinherein.

Appears in 1 contract

Sources: Warrant Indenture (Dragonwave Inc)