Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 5 contracts
Sources: Warrant Agency Agreement (Reebonz Holding LTD), Warrant Agency Agreement (Reebonz Holding LTD), Warrant Agency Agreement (Reebonz Holding LTD)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent mailed to the Company and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders holders of the Warrant CertificatesCertificates by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders holders of the Warrant CertificatesCertificates by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail a notice thereof in writing to the Holders registered holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1719, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 5 contracts
Sources: Warrant Agreement (Thunder Mountain Gold Inc), Warrant Agreement (Repros Therapeutics Inc.), Warrant Agreement (Repros Therapeutics Inc.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, Common Stock and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 thirty (30) days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his their Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, Common Stock and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 4 contracts
Sources: Warrant Agency Agreement (Jet.AI Inc.), Warrant Agency Agreement (Tivic Health Systems, Inc.), Warrant Agency Agreement (Tivic Health Systems, Inc.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and, and in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Common Stock, to each transfer agent of the Ordinary SharesCommon Stock known to the Warrant Agent, and to the Holders of the Warrant Certificates. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice prescribed in this Section 17. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation an entity organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent (along with its affiliates) a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose; provided, that, such predecessor Warrant Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail send a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 4 contracts
Sources: Warrant Agency Agreement (Biolase, Inc), Warrant Agency Agreement (Biolase, Inc), Warrant Agency Agreement (Inpixon)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ notice in writing sent to the Company and and, in the event that the Warrant Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary SharesCommon Stock. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and to the Holders of the Warrant CertificatesCompany shall be responsible for sending any required notice thereunder. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 thirty (30) days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his this Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation Person, other than a natural person, organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties duties, and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act act, or deed necessary for the purposepurpose but such predecessor Warrant Agent shall not be required to make any additional expenditure (without prompt reimbursement by the Company) or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, Common Stock and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 4 contracts
Sources: Warrant Agency Agreement (Treasure Global Inc), Warrant Agent Agreement (Applied UV, Inc.), Warrant Agency Agreement (Tenon Medical, Inc.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent mailed to the Company and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders holders of the Warrant CertificatesCertificates by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders holders of the Warrant CertificatesCertificates by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail a notice thereof in writing to the Holders registered holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1720, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 4 contracts
Sources: Warrant Agreement (Owens Corning), Warrant Agreement (Owens Corning), Warrant Agreement (Citizens Bancorp)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Sharesnotice in writing, and to the Holders holders of the Warrant CertificatesWarrants notice by publication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at the expense of the Company at least once a week for two consecutive weeks in a newspaper of general circulation in the City of New York before the date so specified. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by the Company by like notice in writing, sent from the Company to the Warrant Agent or successor Warrant Agent, as and the case may be, and to each transfer agent holders of Warrants at the expense of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then then, at the Holder expense of the Company, the Warrant Agent or the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States bank or of a state thereoftrust company, in good standing, which is authorized incorporated under such the laws to exercise corporate trust powers and is subject to supervision of any State or examination by federal or state authority and which has of the United States of America, having at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000100,000,000. After appointment, appointment the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give or publish any notice provided for in this Section 17Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 4 contracts
Sources: Warrant Agreement (New Plan Excel Realty Trust Inc), Common Stock Warrant Agreement (Carramerica Realty Corp), Warrant Agreement (Allied Waste North America Inc/De/)
Change of Warrant Agent. The Warrant Agent Agent, or any successor to it hereafter appointed, may resign and be discharged from its duties under this Warrant Agency Agreement upon 30 days’ notice in writing sent to the Company Company, and in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Series B Convertible Preferred Stock, to each transfer agent of the Ordinary SharesSeries B Convertible Preferred Stock known to the Warrant Agent, and to the Holders of record of the Preferred Warrant Certificates. In the event the transfer agency relationship in effect between the Company and the Warrant CertificatesAgent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Warrant Agency Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Preferred Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Preferred Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Preferred Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Warrant Agency Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation an entity organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus (together with its affiliates) of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed necessary for such purpose without assumption of any liability on the purposepart of the former Warrant Agent. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail or other deliver a notice thereof in writing to the Holders of the Preferred Warrant Certificates. However, failure to give any notice provided for in this Section 179, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agency Agreement (Wisa Technologies, Inc.), Warrant Agency Agreement (Wisa Technologies, Inc.), Warrant Agency Agreement (Wisa Technologies, Inc.)
Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from its all further duties under and liabilities hereunder (except for liability arising as a result of the Warrant Agent’s own gross negligence, willful misconduct actual fraud or material breach of this Agreement upon 30 Warrant Agreement) after giving 60 days’ notice in writing sent to the Company, except that such shorter notice may be given as the Company and to each transfer agent of shall, in writing, accept as sufficient. If the Ordinary Shares, and to the Holders office of the Warrant Certificates. The Company may remove the Warrant Agent becomes vacant by resignation or any successor Warrant Agent upon 30 days’ notice in writing, sent incapacity to the Warrant Agent act or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint in writing a successor to warrant agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent warrant agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Required Warrantholders, then the Holder of Required Warrantholders may appoint a successor warrant agent.
(b) The Warrant Agent may be removed by the Company at any Warrant Certificate may apply time upon 30 days’ written notice to any court of competent jurisdiction for the appointment of a new Warrant Agent. ; provided, however, that the Company shall not remove the Warrant Agent until a successor warrant agent meeting the qualifications hereof shall have been appointed; provided, further, that, until such successor warrant agent has been appointed, the Company shall compensate the Warrant Agent in accordance with Section 6.2.
(c) Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized or banking association organized, in good standing and doing business under the laws Laws of the United States of America or any state thereof or the District of a state thereofColumbia, in good standing, which is and authorized under such laws Laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent having a combined capital and surplus of at least not less than $50,000,000. The combined capital and surplus of any such successor warrant agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment; provided that such reports are published at least annually pursuant to Law or to the requirements of a federal or state supervising or examining authority.
(d) After appointment, acceptance in writing of such appointment by the successor Warrant Agent warrant agent, such successor warrant agent shall be vested with all the same authority, powers, rights, immunities, duties and responsibilities obligations of its predecessor warrant agent with like effect as if it had been originally named as Warrant Agent warrant agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent warrant agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor warrant agent all the authority, powers and rights of such predecessor warrant agent hereunder; and upon request of any successor warrant agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest in and conform to such successor warrant agent all such authority, powers, rights, immunities, duties and obligations. Upon assumption by a successor warrant agent of the duties and responsibilities hereunder, the predecessor warrant agent shall deliver and transfer transfer, at the expense of the Company, to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any As soon as practicable after such appointment, the Company shall file give notice thereof in writing with to the predecessor Warrant Agent warrant agent and each transfer agent of the Ordinary for its Common Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17such notice, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent.
(e) Any entity into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust or agency business of the Warrant Agent, shall be the successor warrant agent under this Warrant Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that such entity would be eligible for appointment as the case may bea successor warrant agent under Section 6.1(c).
Appears in 3 contracts
Sources: Warrant Agreement (Chesapeake Energy Corp), Warrant Agreement (Chesapeake Energy Corp), Warrant Agreement (Chesapeake Energy Corp)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent mailed to the Company and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders of the Warrant Certificatesby first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders of the Warrant CertificatesDepository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Depository, then the Holder of any Warrant Certificate Depository may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant AgentAgent appointed hereunder shall execute, whether appointed by acknowledge and deliver to the Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or by such a court, deed shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be become vested with all the same rights, powers, rights, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as Warrant Agent without further act or deedwarrant agent; but if for any reason it becomes necessary or expedient to have the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and former warrant agent execute and deliver any further assurance, conveyance, act or deed necessary for deed, the purposesame shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor former Warrant Agent and each transfer agent of for the Ordinary SharesCommon Stock, and shall forthwith mail a notice thereof in writing to the registered Holders of at their addresses as they appear on the Warrant Certificatesregistry books. However, failure Failure to give any notice provided for in this Section 17file or mail such notice, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agreement (Bluerock Residential Growth REIT, Inc.), Warrant Agreement (Bluerock Residential Growth REIT, Inc.), Warrant Agreement (Bluerock Residential Growth REIT, Inc.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, or such shorter period of time as agreed, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agency Agreement (Clarus Therapeutics Holdings, Inc.), Warrant Agency Agreement (Clarus Therapeutics Holdings, Inc.), Warrant Agency Agreement (Clarus Therapeutics Holdings, Inc.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Sharesnotice in writing, and to the Holders holders of the Warrant CertificatesWarrants notice by publication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at least once a week for two consecutive weeks in a newspaper of general circulation in Dallas, Texas and New York, New York, prior to the date so specified. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by like notice in writing, sent to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificatesby like publication. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder registered holder of any a Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized bank or trust company having its principal office, and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined having capital and surplus as shown by its last published report to its stockholders, of at least $50,000,0001,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give or publish any notice provided for in this Section 17Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agreement (Westower Corp), Warrant Agreement (Bioshield Technologies Inc), Warrant Agreement (Butterwings Entertainment Group Inc)
Change of Warrant Agent. The If the Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ resigns (such resignation to become effective not earlier than 90 calendar days after the giving of written notice in writing sent thereof to the Company and to each transfer agent the registered holders of Warrant Certificates) or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the Ordinary Shares, and benefit of its creditors or consent to the Holders appointment of the Warrant Certificates. The Company may remove a receiver of all or any substantial part of its property or affairs or shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay or meet its debts generally as they become due, or if an order of any court shall be entered approving any petition filed by or against the Warrant Agent under the provisions of bankruptcy laws or any successor similar legislation, or if a receiver, trustee or other similar official of it or of all or any substantial part of its property shall be appointed, or if any public officer shall take charge or control of it or of its property or affairs, for the purpose of rehabilitation, conservation, protection, relief, winding up or liquidation, or becomes incapable of acting as Warrant Agent upon 30 days’ notice in writing, sent to or if the Board of Directors of the Company by resolution removes the Warrant Agent or successor Warrant Agent, as (such removal to become effective not earlier than 30 calendar days after the case may be, and to each transfer agent filing of the Ordinary Shares, and to the Holders a certified copy of the Warrant Certificates. If such resolution with the Warrant Agent shall resign or be removed or shall otherwise become incapable and the giving of actingwritten notice of such removal to the registered holders of Warrant Certificates), the Company shall appoint a successor to the Warrant Agent. If the Company shall fail fails to make such appointment within a period of 30 calendar days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by in the Companycase of incapacity), then the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States bank or of a state thereoftrust company, in good standing, which is authorized incorporated under such the laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent state or of the Ordinary Shares, and mail a notice thereof in writing to the Holders United States of the Warrant CertificatesAmerica. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the As soon as practicable after appointment of the successor Warrant Agent, as the case may be.Company shall cause written notice of the change in the Warrant Agent to be given to each of the registered holders of the Warrant Certificates at such holder’s address appearing on the Warrant
Appears in 3 contracts
Sources: Warrant Agreement (Xo Communications Inc), Warrant Agreement (Xo Communications Inc), Warrant Agreement (Xo Communications Inc)
Change of Warrant Agent. The If the Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ resigns (such resignation to become effective not earlier than thirty (30) calendar days after the giving of written notice in writing sent thereof to the Company and to each transfer agent the Holders) or shall be adjudged bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of the Ordinary Shares, and its creditors or consent to the Holders appointment of the Warrant Certificates. The Company may remove a receiver of all or any substantial part of its property or affairs or shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay or meet its debts generally as they become due, or if an order of any court shall be entered approving any petition filed by or against the Warrant Agent under the provisions of bankruptcy laws or any successor similar legislation, or if a receiver, trustee or other similar official of it or of all or any substantial part of its property shall be appointed, or if any public officer shall take charge or control of it or of its property or affairs, for the purpose of rehabilitation, conservation, protection, relief, winding up or liquidation, or becomes incapable of acting as Warrant Agent upon 30 days’ notice in writing, sent to or if the Board of Directors of the Company by resolution removes the Warrant Agent or successor Warrant Agent, as (such removal to become effective not earlier than thirty (30) calendar days after the case may be, and to each transfer agent filing of the Ordinary Shares, and to the Holders a certified copy of the Warrant Certificates. If such resolution with the Warrant Agent shall resign or be removed or shall otherwise become incapable and the giving of actingwritten notice of such removal to the Holders), the Company shall appoint a successor to the Warrant Agent. If the Company shall fail fails to make such appointment within a period of 30 thirty (30) calendar days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Agent, then the any Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereofan entity, in good standing, which is authorized incorporated under such the laws to exercise corporate trust powers and is subject to supervision of any state or examination by federal or state authority and which has at of the time United States of its America. As soon as practicable after appointment as of the successor Warrant Agent, the Company shall cause written notice of the change in the Warrant Agent a combined capital and surplus to be given to each of the Holders at least $50,000,000such Holder’s address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor . The former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17, 18 or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agreement (Dynegy Inc.), Warrant Agreement (Dynegy Inc.), Warrant Agreement (Dynegy Inc.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Sharesnotice in writing, and to the Holders holders of the Warrant CertificatesWarrants notice by publication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at least once a week for two consecutive weeks in a newspaper of general circulation in Oklahoma City, Oklahoma and New York, New York, prior to the date so specified. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by like notice in writing, sent to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificatesby like publication. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate warrant for inspection by the Company), then the Holder registered holder of any a Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized bank or trust company having its principal office, and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined having capital and surplus as shown by its last published report to its stockholders, of at least $50,000,0001,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give or publish any notice provided for in this Section 17section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agreement (Holloman Corp), Warrant Agreement (Woodhaven Homes Inc), Warrant Agreement (Holloman Corp)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent or shall resign as provided below, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holders of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)majority of Warrants, then the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor to such Warrant Agent, whether appointed either by the Company or by such a court, shall be a corporation organized and doing business under the laws duties of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at Warrant Agent after the time effective date of its appointment resignation or after the date it becomes incapable of acting as Warrant Agent a combined capital and surplus of at least $50,000,000shall be carried out by the Company. After appointment, the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall shall, conditioned upon receiving a receipt therefore and a release from the Company of its obligations hereunder, deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 1721, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent. The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least 30 days in advance of the proposed effective date of its resignation. If no successor Warrant Agent accepts the engagement hereunder by such time, the Company shall act as Warrant Agent and, at such time, the former Warrant Agent shall, conditioned upon receiving a receipt therefore and a release from the Company of its obligations hereunder, deliver and transfer to the Company any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the appointment of the successor Warrant Agent, as the case may bepurpose.
Appears in 3 contracts
Sources: Warrant Agreement (Color Spot Nurseries Inc), Warrant Agreement (Pegasus Communications Corp), Warrant Agreement (Color Spot Nurseries Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed resigns (such resignation to become effective not earlier than thirty (30) calendar days after the giving of written notice thereof to the Company) or shall otherwise be adjudged bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property or affairs or shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay or meet its debts generally as they become due, or if an order of any court shall be entered approving any petition filed by or against the Warrant Agent under the provisions of bankruptcy laws or any similar legislation, or if a receiver, trustee or other similar official of it or of all or any substantial part of its property shall be appointed, or if any public officer shall take charge or control of it or of its property or affairs, for the purpose of rehabilitation, conservation, protection, relief, winding up or liquidation, or becomes incapable of actingacting as Warrant Agent or if the Board of Directors of the Company by resolution removes the Warrant Agent (such removal to become effective not earlier than thirty (30) calendar days after the filing of a certified copy of such resolution with the Warrant Agent and the giving of written notice of such removal to the Warrantholders), the Company shall appoint a successor to the Warrant Agent. If the Company shall fail fails to make such appointment within a period of 30 thirty (30) calendar days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Agent, then the Holder of any Warrant Certificate Warrantholder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Notwithstanding the foregoing, the Warrantholders may remove the Warrant Agent (i) in their sole discretion, no more than once in any twelve (12) month period and (ii) at any time For Cause (as defined below), in each case, by written notice to the Company provided by Warrantholders holding a majority of the outstanding Warrants, in which case the successor Warrant Agent shall be specified by such Warrantholders and reasonably acceptable to the Company. Pending appointment of a successor to the Warrant Agent, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such a court, Agent shall be a corporation organized and doing business under the laws of the United States or of a state thereofan entity, in good standing, which is authorized incorporated under such the laws to exercise corporate trust powers and is subject to supervision of any state or examination by federal or state authority and which has at of the time United States of its America. As soon as practicable after appointment as of the successor Warrant Agent, the Company shall cause written notice of the change in the Warrant Agent a combined capital and surplus to be given to each of the Warrantholders at least $50,000,000such Warrantholder’s address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor . The former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17, 18 or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be. For purposes of this Section 18, “For Cause” means acts or omissions of the Warrant Agent that constitute gross negligence, bad faith or willful misconduct in the fulfillment of its duties as set forth in this Agreement.
Appears in 3 contracts
Sources: Warrant Agreement (FTAI Infrastructure Inc.), Investor Rights Agreement (FTAI Infrastructure Inc.), Warrant Agreement (FTAI Infrastructure Inc.)
Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from its all further duties under this Agreement upon 30 and liabilities hereunder after giving sixty days’ notice in writing sent to the Company, except that such shorter notice may be given as the Company and to each transfer agent of shall, in writing, accept as sufficient. If the Ordinary Shares, and to the Holders office of the Warrant Certificates. The Company may remove the Warrant Agent becomes vacant by resignation or any successor Warrant Agent upon 30 days’ notice in writing, sent incapacity to the Warrant Agent act or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint in writing a successor to warrant agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent warrant agent or by the Holder of a Global Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Holder, then the Global Warrant Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor warrant agent.
(b) The Warrant Agent may be removed by the Company at any time upon sixty days’ written notice to the Warrant Agent. ; provided, however, that the Company shall not remove the Warrant Agent until a successor warrant agent meeting the qualifications hereof shall have been appointed; provided, further, that, until such successor warrant agent has been appointed, the Company shall compensate the Warrant Agent in accordance with Section 6.03.
(c) Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized or banking association organized, in good standing and doing business under the laws Laws of the United States of America or any state thereof or the District of a state thereofColumbia, in good standing, which is and authorized under such laws Laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent having a combined capital and surplus of at least not less than $50,000,000. The combined capital and surplus of any such successor warrant agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment; provided that such reports are published at least annually pursuant to Law or to the requirements of a federal or state supervising or examining authority. After appointment, acceptance in writing of such appointment by the successor Warrant Agent warrant agent, such successor warrant agent shall be vested with all the same authority, powers, rights, immunities, duties and responsibilities obligations of its predecessor warrant agent with like effect as if it had been originally named as Warrant Agent warrant agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent warrant agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor warrant agent all the authority, powers and rights of such predecessor warrant agent hereunder; and upon request of any successor warrant agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest in and conform to such successor warrant agent all such authority, powers, rights, immunities, duties and obligations. Upon assumption by a successor warrant agent of the duties and responsibilities hereunder, the predecessor warrant agent shall deliver and transfer transfer, at the expense of the Company, to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any As soon as practicable after such appointment, the Company shall file give notice thereof in writing with to the predecessor warrant agent, the Global Warrant Agent Holder and each transfer agent of the Ordinary for its Common Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17such notice, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent.
(d) Any entity into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust or agency business of the Warrant Agent, shall be the successor warrant agent under this Warrant Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such entity would be eligible for appointment as a successor warrant agent under Section 6.02(c). In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Warrant Agreement, any Global Warrant Certificate shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Global Warrant Certificate so countersigned, and in case at that time any Global Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may becountersign such Global Warrant Certificate either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Global Warrant Certificate shall have the full force provided in the Global Warrant Certificate and in this Warrant Agreement.
(e) In case at any time the name of the Warrant Agent shall be changed and at such time any Global Warrant Certificate shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignatures under its prior name and deliver such Global Warrant Certificate so countersigned; and in case at that time any Global Warrant Certificate shall not have been countersigned, the Warrant Agent may countersign such Global Warrant Certificate either in its prior name or in its changed name; and in all such cases such Global Warrant Certificate shall have the full force provided in the Global Warrant Certificate and in this Warrant Agreement.
Appears in 3 contracts
Sources: Warrant Agreement (Comstock Oil & Gas, LP), Warrant Agreement (Comstock Oil & Gas, LP), Warrant Agreement (Comstock Oil & Gas, LP)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing sent to the Company and and, in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary SharesCommon Stock. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and to the Holders of the Warrant CertificatesCompany shall be responsible for sending any required notice thereunder. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation Person, other than a natural person, organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purposepurpose but such predecessor Warrant Agent shall not be required to make any additional expenditure (without prompt reimbursement by the Company) or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agency Agreement (Panbela Therapeutics, Inc.), Warrant Agency Agreement (Panbela Therapeutics, Inc.), Warrant Agency Agreement (Panbela Therapeutics, Inc.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Sharesnotice in writing, and to the Holders holders of the Warrant CertificatesWarrants notice by publication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at the expense of the Company at least once a week for two consecutive weeks in a newspaper of general circulation in the City of [City] prior to the date so specified. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by the Company by like notice in writing, sent from the Company to the Warrant Agent or successor Warrant Agent, as and the case may be, and to each transfer agent holders of Warrants at the expense of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then then, at the Holder expense of the Company, the Warrant Agent or the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States bank or of a state thereoftrust company, in good standing, which is authorized incorporated under such the laws to exercise corporate trust powers and is subject to supervision of any State or examination by federal or state authority and which has of the United States of America, having at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000100,000,000. After appointment, appointment the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give or publish any notice provided for in this Section 17Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agreement (Unitedhealth Group Inc), Warrant Agreement (Dain Rauscher Corp), Warrant Agreement (Uhc Capital I)
Change of Warrant Agent. The Warrant Agent Agent, or any successor to it hereafter appointed, may resign and be discharged from its duties under this Warrant Agency Agreement upon 30 days’ notice in writing sent to the Company Company, and in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Series H Convertible Preferred Stock, to each transfer agent of the Ordinary SharesSeries H Convertible Preferred Stock known to the Warrant Agent, and to the Holders of record of the Preferred Warrant Certificates. In the event the transfer agency relationship in effect between the Company and the Warrant CertificatesAgent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Warrant Agency Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Preferred Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Preferred Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Preferred Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Warrant Agency Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation an entity organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus (together with its affiliates) of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed necessary for such purpose without assumption of any liability on the purposepart of the former Warrant Agent. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail or other deliver a notice thereof in writing to the Holders of the Preferred Warrant Certificates. However, failure to give any notice provided for in this Section 179, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agency Agreement (Biolase, Inc), Warrant Agency Agreement (Biolase, Inc), Warrant Agency Agreement (Biolase, Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Common Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation Person (other than a natural person) organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise shareholder services or corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus (together with its Affiliates) of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the Company or the successor Warrant Agent Agent, as the case may be, any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, or assumption of the Warrant Agent’s role by the Company, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Common Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agency Agreement (PreTam Holdings Inc.), Warrant Agency Agreement (Siyata Mobile Inc.), Warrant Agency Agreement (Siyata Mobile Inc.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Sharesnotice in writing, and to the Holders holders of the Warrant CertificatesWarrants notice by publication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at the expense of the Company at least once a week for two consecutive weeks in a newspaper of general circulation in the City of New York prior to the date so specified. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by the Company by like notice in writing, sent from the Company to the Warrant Agent or successor Warrant Agent, as and the case may be, and to each transfer agent holders of Warrants at the expense of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then then, at the Holder expense of the Company, the Warrant Agent or the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States bank or of a state thereoftrust company, in good standing, which is authorized incorporated under such the laws to exercise corporate trust powers and is subject to supervision of any State or examination by federal or state authority and which has of the United States of America, having at the time of its appointment as Warrant Agent a combined capital and surplus of at least [$50,000,000100,000,000]. After appointment, appointment the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give or publish any notice provided for in this Section 17Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 3 contracts
Sources: Equity Securities Warrant Agreement (USB Capital XII), Common Stock Warrant Agreement (Wells Fargo & Co/Mn), Common Stock Warrant Agreement (Indymac Capital Trust Iv)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary SharesCumulative Capital Securities, and to the Holders of record of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCumulative Capital Securities, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCumulative Capital Securities, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agency Agreement (Air T Inc), Warrant Agency Agreement (Air T Funding), Warrant Agency Agreement (Air T Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent mailed to the Company and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, or via electronic delivery, and to the Holders of the Warrant CertificatesWarrants by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, or via electronic delivery, and to the Holders of the Warrant CertificatesWarrants by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Warrant, then the registered Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation an entity organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any reasonable further assurance, conveyance, act or deed necessary for the purposepurpose without additional obligations or liability to predecessor Warrant Agent. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail a notice thereof in writing to the registered Holders of the Warrant CertificatesWarrants. However, failure to give any notice provided for in this Section 1715, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agreement (Calumet, Inc. /DE), Conversion Agreement (Calumet Specialty Products Partners, L.P.), Conversion Agreement (Calumet Specialty Products Partners, L.P.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement Agreement, subject to appointment of a successor Warrant Agent in accordance with the terms of this Section 19, upon 30 days’ ' notice in writing sent mailed to the Company and to each transfer agent of the Ordinary Sharesby registered or certified mail, and to the Holders holders of the Warrant CertificatesCertificates by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, sent mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders holders of the Warrant CertificatesCertificates by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder holder of a Warrant Certificate (who shall, with such notice, submit his such holder's Warrant Certificate for inspection by the Company), then the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation nationally recognized entity organized and doing business under the laws of the United States or of a state thereofthe State of New York, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000authority. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail a notice thereof in writing to the Holders registered holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 1719, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Critical Therapeutics Inc), Warrant Agreement (Perseus Soros Biopharmaceutical Fund Lp), Warrant Agreement (Critical Therapeutics Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its all further duties and liabilities under this Agreement (except liabilities arising as a result of the Warrant Agent's own negligence or willful misconduct) upon 30 days’ ' prior notice in writing sent mailed, by registered or certified mail, to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. The Company may remove the Warrant Agent or any successor Warrant Agent warrant agent upon 30 days’ ' prior notice in writing, sent mailed to the Warrant Agent or successor Warrant Agentwarrant agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificatesby registered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within 15 days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make such appointment within a period of 30 15 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Agent, then the Holder holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor new Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States bank or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined company having capital and surplus of at least not less than $50,000,00010,000,000 or a stock transfer company that is a registered transfer agent under the Exchange Act. After appointmentappointment and execution of a copy of this Agreement in effect at that time, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent Agent, within a reasonable time, any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17Section, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agreement (Progenitor Inc), Warrant Agreement (Progenitor Inc), Warrant Agreement (Progenitor Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent mailed to the Company by registered or certified mail and to each transfer agent of the Ordinary Shares, and Company shall subsequently mail such notice to the Holders holders of the Warrant CertificatesCertificates by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders holders of the Warrant CertificatesCertificates by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder holder of a Warrant Certificate (who shall, with such notice, submit his such holder's Warrant Certificate for inspection by the Company), then the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereofthe States of California or New York, in good standing, having its principal office in the City of New York, New York or the City of Los Angeles, California, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,0005,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail a notice thereof in writing to the Holders registered holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 1719, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agreement (North American Scientific Inc), Warrant Agreement (North American Scientific Inc), Warrant Agreement (North American Scientific Inc)
Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove by the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant AgentCompany, as the case may be, and giving notice in writing to each transfer agent of the Ordinary Sharesother, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least thirty days prior to the Holders of the Warrant Certificatesdate so specified. If the Warrant Agent shall resign or Age be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Warrant Holder or after discharging the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Agent, then the Holder of any Warrant Certificate Holder may apply to any court the District Court for the City and County of competent jurisdiction Denver, Colorado for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such a courtCourt, shall be a corporation bank or a trust company, in good standing, organized and doing business under the laws of the of the United States of America or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers any State therein and is subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Warrant Agent Agent, a combined capital and surplus of at least $50,000,000four million dollars. After any such appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but deed and the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for effecting the purposedelivery or transfer. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17section, or any defect thereinhowever, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agent Agreement (Ocurest Laboratories Inc), Warrant Agent Agreement (Ocurest Laboratories Inc), Warrant Agent Agreement (Ocurest Laboratories Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent or shall resign as provided below, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such incapacity or resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holders of a majority of Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Certificates, then the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor to such Warrant Agent, whether appointed either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of two-thirds of the unexercised Warrants shall be entitled at any time to require the Company to remove the Warrant Agent and appoint a successor to such Warrant Agent. Upon receipt of such request, the Company shall promptly provide the Warrant Agent with 30 days prior written notice of the effective date of such removal of Warrant Agent and shall appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. Any successor to the Warrant Agent, whether appointed by the Company, the court or the holders of a majority of the unexercised Warrants, shall be (a) a corporation or other entity organized and doing business under the laws of the United States or any state of a state thereofthe United States, in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal Federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,00025,000,000, or (b) an affiliate of a corporation or other entity described in clause (a) of this sentence. After appointment, appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 1718, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent. The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least 30 days in advance of the proposed effective date of its resignation. If no successor Warrant Agent or accepts the appointment of engagement hereunder by such time, the successor Company shall act as Warrant Agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agreement (Security Capital Group Inc/), Warrant Agreement (Homestead Village Inc), Warrant Agreement (Security Capital Group Inc/)
Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove by the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant AgentCompany, as the case may be, and giving notice in writing to each transfer agent of the Ordinary Sharesother, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least 30 days prior to the Holders of the Warrant Certificatesdate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by after discharging the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Agent, then the Holder Company agrees to perform the duties of any the Warrant Certificate may apply to any court of competent jurisdiction for the appointment of Agent hereunder until a new successor Warrant AgentAgent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, Agent shall be a corporation bank or a trust company, in good standing, organized and doing business under the laws of the United States or of a state thereofAmerica, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Warrant Agent Agent, a combined capital and surplus of at least $50,000,000five million dollars. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but deed and the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunderthereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for effecting the purposedelivery or transfer. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17the section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agreement (Biocurex Inc), Warrant Agreement (Biocurex Inc), Warrant Agreement (Whispering Oaks International Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, and by giving notice in writing to each Warrant Holder at his address appearing in the Warrant register, specifying a date when such resignation shall take effect, which notice shall be sent at least 90 days prior to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificatesdate so specified. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 90 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a any Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Holder, then the Holder of any Warrant Certificate Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such court, the Company shall carry out the duties of the Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation transfer agent, bank or trust company, in good standing, organized and doing business under the laws of one of the states of the United States of America or under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000America. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but deed and the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 3 contracts
Sources: Warrant Agreement (Ec Power Inc), Warrant Agreement (Ec Power Inc), Warrant Agreement (Mendell Energy Technolgies Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and and, in the event that the Warrant Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary SharesCommon Stock. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and to the Holders of the Warrant CertificatesCompany shall be responsible for sending any required notice thereunder. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation Person, other than a natural person, organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purposepurpose but such predecessor Warrant Agent shall not be required to make any additional expenditure (without prompt reimbursement by the Company) or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agency Agreement (First Wave BioPharma, Inc.), Warrant Agency Agreement (First Wave BioPharma, Inc.)
Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove by the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant AgentCompany, as the case may be, and giving notice in writing to each transfer agent of the Ordinary Sharesother, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least 30 days prior to the Holders of the Warrant Certificatesdate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Warrant Holder or after discharging the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Agent, then the Holder of any Warrant Certificate Holder may apply to any court of competent jurisdiction the District Court for Denver County, Colorado, for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such a courtCourt, shall be a corporation bank or a trust company, in good standing, organized and doing business under the laws of the State of Colorado or of the United States or of a state thereofAmerica, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Warrant Agent Agent, a combined capital and surplus of at least $50,000,000_______________ million dollars. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but deed and the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunderthereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for effecting the purposedelivery or transfer. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17the section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (Healthy Fast Food Inc), Warrant Agreement (Healthy Fast Food Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Sharesnotice in writing, and to the Holders holders of the Warrant CertificatesWarrants notice by publication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at least once a week for two consecutive weeks in a newspaper of general circulation in Denver, Colorado and New York, New York, prior to the date so specified. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by like notice in writing, sent to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificatesby like publication. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder registered holder of any a Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized bank or trust company having its principal office, and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined having capital and surplus as shown by its last published report to its stockholders, of at least $50,000,0001,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give or publish any notice provided for in this Section 17Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (Rcontest Com Inc), Warrant Agreement (New Frontier Media Inc /Co/)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ notice in writing sent to the Company and and, in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary Shares. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and to the Holders of the Warrant CertificatesCompany shall be responsible for sending any required notice thereunder. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 thirty (30) days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his this Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation Person, other than a natural person, organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust share transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purposepurpose but such predecessor Warrant Agent shall not be required to make any additional expenditure (without prompt reimbursement by the Company) or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, Shares and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agency Agreement (IceCure Medical Ltd.), Warrant Agency Agreement (IceCure Medical Ltd.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent mailed to the Company and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders of the Warrant Certificatesby first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Warrant CertificatesDepository. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Depository, then the Holder of any Warrant Certificate Depository may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant AgentAgent appointed hereunder shall execute, whether appointed by acknowledge and deliver to the Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or by such a court, deed shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be become vested with all the same rights, powers, rights, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as Warrant Agent without further act or deedwarrant agent; but if for any reason it becomes necessary or expedient to have the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and former warrant agent execute and deliver any further assurance, conveyance, act or deed necessary for deed, the purposesame shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor former Warrant Agent and each transfer agent of for the Ordinary SharesCommon Stock, and shall forthwith mail a notice thereof in writing to the registered Holders of at their addresses as they appear on the Warrant Certificatesregistry books. However, failure Failure to give any notice provided for in this Section 17file or mail such notice, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (CIM Commercial Trust Corp), Warrant Agreement (CIM Commercial Trust Corp)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 by providing 45 days’ ' written notice in writing sent to the Company and to each transfer agent of the Ordinary SharesCompany, and to the Holders of Company upon 45 days' notice may discharge and terminate the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If in either instance the Warrant Agent shall resign or send written notice, sent at the Company's expense by first-class mail, postage prepaid, to each Holder at such Holder's address appearing in the Warrant Register, which notice shall specify a date when such termination of services shall take effect and which shall be removed or shall otherwise become incapable of actingsent at least two weeks prior to the date so specified. In all events that the Warrant Agent will cease to act as Warrant Agent hereunder, the Company shall appoint a successor to the Warrant Agentthereto. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing termination of such resignation or incapacity services by the resigning or incapacitated Warrant Agent or by the any Holder of a Warrant Certificate (who which Holder shall, with such notice, submit his Warrant Certificate Certificates held thereby for inspection by the Company), then the any Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor to the Warrant Agent, whether appointed either by the Company or by such a court, the duties of the Warrant Agent shall be a corporation organized and doing business under carried out by the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000Company. After such appointment, the successor Warrant Agent shall be vested with the same such powers, rights, duties and responsibilities as if it such Warrant Agent would have been vested had such Warrant Agent been named originally named as Warrant Agent hereunder, without further act or deed; but . Upon payment in full of all amounts owed to the predecessor former Warrant Agent, the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, such former Warrant Agent hereunder and shall execute and deliver any further assurance, conveyance, act or deed necessary for the purposetherefor. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing Failure to the Holders of the Warrant Certificates. However, failure to give provide any notice provided called for in this Section 1718, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (FMC Corp), Warrant Agreement (Key Technology Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Sharesnotice in writing, and to the Holders holders of the Warrant CertificatesWarrants notice by publication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at least once a week for two consecutive weeks in a newspaper of general circulation in Denver, Colorado and New York, New York, prior to the date so specified. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by like notice in writing, sent to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificatesby like publication. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate warrant for inspection by the Company), then the Holder registered holder of any a Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized bank or trust company having its principal office, and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined having capital and surplus as shown by its last published report to its stockholders, of at least $50,000,0001,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give or publish any notice provided for in this Section 17section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (I Track Inc), Warrant Agreement (Starlight Entertainment Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed (such resignation to become effective not earlier than sixty (60) days after the giving of written notice thereof to the Company and the registered holders of Class B Warrants), or shall otherwise be adjudged a bankrupt or an insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property or affairs or shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay or meet its debts generally as they become due, or if an order of any court shall be entered approving any petition filed against the Warrant Agent under the provisions of bankruptcy laws or any similar legislation, or if a receiver, trustee or other similar official of it or of all or any substantial part of its property shall be appointed, or if any public officer shall take charge or control of it or of its property or affairs, for the purpose of rehabilitation, conservation, protection, relief, winding up or liquidation, or shall become incapable of actingacting as Warrant Agent or if the Board shall by resolution remove the Warrant Agent (such removal to become effective not earlier than thirty (30) days after the filing of a certified copy of such resolution with the Warrant Agent and the giving of written notice of such removal to the registered holders of Class B Warrants), the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Class B Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by in the Companycase of incapacity), then the Holder registered holder of any Class B Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States bank or of a state thereoftrust company, in good standing, which is authorized incorporated under such the laws to exercise corporate trust powers and is subject to supervision of any state or examination by federal or state authority and which has at of the time United States of its America. As soon as practicable after appointment as of the successor Warrant Agent, the Company shall cause written notice of the change in the Warrant Agent a combined capital and surplus to be given to each of the registered holders of the Class B Warrants at least $50,000,000such holder’s address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor . The former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17, 18 or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (Primus Telecommunications Group Inc), Warrant Agreement (Primus Telecommunications Group Inc)
Change of Warrant Agent. The Warrant Agent may resign ----------------------- at any time and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ 30days' notice in writing, sent . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the any Holder of a Warrant Certificate (who shall, shall with such noticenotice submit his, submit his her or its Warrant Certificate for inspection by the Company), then the any Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor warrant agent, either by the Company or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers Columbia and is subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Warrant Agent warrant agent a combined capital and surplus of at least $50,000,00010,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the such purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1718, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.
Appears in 2 contracts
Sources: Warrant Agreement (Endo Pharmaceuticals Holdings Inc), Warrant Agreement (Endo Pharma LLC)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Sharesnotice in writing, and to the Holders holders of the Warrant CertificatesWarrants notice by publication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at least once a week for two consecutive weeks in a newspaper of general circulation in Dallas, Texas, and New York, New York, prior to the date so specified. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by like notice in writing, sent to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificatesby like publication. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate warrant for inspection by the Company), then the Holder registered holder of any a Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized bank or trust company having its principal office, and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined having capital and surplus as shown by its last published report to its stockholders, of at least $50,000,0001,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give or publish any notice provided for in this Section 17section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (Rampart Capital Corp), Warrant Agreement (Woodhaven Homes Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ notice in writing sent to the Company and to each transfer agent of the Ordinary SharesCommon Stock (if known to the Warrant Agent), and to the Holders of the Warrant Certificates. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 thirty (30) days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his this Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation an entity organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus (together with its Affiliates) of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Company or successor Warrant Agent Agent, as the case may be, any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purposepurpose at the Company’s expense and without further liability to the Warrant Agent. Not later than the effective date of any such appointment, or assumption of the Warrant Agent’s role by the Company, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, Common Stock and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agency Agreement (Fossil Group, Inc.), Warrant Agency Agreement (Fossil Canada, Inc)
Change of Warrant Agent. The If the Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ resigns (such resignation to become effective not earlier than 60 calendar days after the giving of written notice in writing sent thereof to the Company and to each transfer agent the Holders) or shall be adjudged a bankrupt or an insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of the Ordinary Shares, and its creditors or consent to the Holders appointment of the Warrant Certificates. The Company may remove a receiver of all or any substantial part of its property or affairs or shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay or meet its debts generally as they become due, or if an order of any court shall be entered approving any petition filed by or against the Warrant Agent under the provisions of bankruptcy laws or any successor similar legislation, or if a receiver, trustee or other similar official of it or of all or any substantial part of its property shall be appointed, or if any public officer shall take charge or control of it or of its property or affairs, for the purpose of rehabilitation, conservation, protection, relief, winding up or liquidation, or becomes incapable of acting as Warrant Agent upon or if the Company, in its sole discretion, removes the Warrant Agent (such removal to become effective not earlier than 30 days’ calendar days after providing written notice in writing, sent to the Warrant Agent or successor Warrant Agent, as and the case may be, and to each transfer agent registered holders of Warrants at the Ordinary Shares, and to the Holders of addresses appearing on the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingRegister), the Company shall appoint a successor to the Warrant Agent. Any action by, on behalf of, or with regard to either Computershare or the Trust Company under the preceding sentence shall cause the Company to appoint a successor Warrant Agent hereunder. If the Company shall fail fails to make such appointment within a period of 30 60 calendar days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (including either Computershare or the Trust Company) or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by in the Companycase of incapacity), then the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction the Commonwealth of Massachusetts or any federal court of the District of Massachusetts for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereofan entity, in good standing, which is authorized incorporated under such the laws to exercise corporate trust powers and is subject to supervision of any state or examination by federal or state authority and which has at of the time United States of its America. As soon as practicable after appointment as of the successor Warrant Agent, the Company shall cause written notice of the change in the Warrant Agent a combined capital and surplus to be given to each of the Holders at least $50,000,000such Holder’s address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor . Any replacement Warrant Agent shall succeed and replace both Computershare and Trust Company as Warrant Agent hereunder. The former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed necessary for the such purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17, 18 or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement, Warrant Agreement (Aveo Pharmaceuticals Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ by giving to the Company notice in writing, and by giving notice in writing by first class mail, postage prepaid, to each registered holder of a Warrant Certificate at his address appearing in the Warrant register, specifying a date when such resignation shall take effect, which notice shall be sent at least 30 days prior to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificatesdate so specified. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, sent mailed to the Warrant Agent or and any successor Warrant Agent, as the case may be, Agent and to each transfer agent of the Ordinary SharesCommon shares by registered or certified mail, and to the Holders holders of Warrant Certificates at their addresses appearing in the Warrant Certificatesregister. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Certificate, then the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business bank or trust company in good standing, incorporated under the laws of any State of the United States or of a state thereofAmerica, and having its stock transfer office in good standingNew York, which is authorized under such laws to exercise corporate trust powers NY, and is subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Warrant Agent warrant agent a combined capital and surplus of at least $50,000,000100,000,000. After appointment, appointment the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (Flagstar Companies Inc), Warrant Agreement (Flagstar Companies Inc)
Change of Warrant Agent. The Warrant Agent or any successor Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days’ ' notice in writing sent mailed to the Company and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders of the Warrant Certificatesby first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 calendar days’ ' notice in writing, sent mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders of the Warrant Certificatesby first-class mail. If the Warrant Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Warrant Agent. If the Company shall fail fails to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the any Holder of a Warrant Certificate (who shallwill, with such notice, submit his Warrant Certificate for inspection by the Company), then the any Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor Warrant Agent. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent will be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall will be a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a state thereofbanking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,00050 million. After appointment, the successor Warrant Agent shall will be vested with the same powers, rights, duties duties, and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall will deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act act, or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail by first class mail a notice thereof in writing to the Holders of the Warrant Certificateseach Holder. However, failure Failure to give any notice provided for in this Section 176.5, however, or any defect therein, shall will not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Mobilemedia Communications Inc), Merger Agreement (Mobilemedia Corp)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 sixty (60) days’ notice in writing sent to the Company and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Warrant CertificatesHolder. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and and, in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Warrant CertificatesHolder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Holder, then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation Person, other than a natural person, organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; , but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose, but such predecessor Warrant Agent shall not be required to make any additional expenditure (without prompt reimbursement by the Company) or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and and, in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary SharesCommon Stock, and mail a notice thereof in writing to the Holders of the Warrant CertificatesHolder. However, failure to give any notice provided for in this Section 1716, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (Great Ajax Corp.), Warrant Agreement (Great Ajax Corp.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing sent mailed to the Company and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders of the Warrant Certificatesby first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, sent mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders of the Warrant Certificatesby first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the a Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail a notice thereof in writing to the Holders of the Warrant CertificatesHolders. However, failure to give any notice provided for in this Section 1719, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (LGL Group Inc), Warrant Agreement (LGL Group Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ notice in writing sent to the Company and and, in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary Sharescommon shares. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and to the Holders of the Warrant CertificatesCompany shall be responsible for sending any required notice thereunder. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 thirty (30) days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Sharescommon shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his this Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation Person, other than a natural person, organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purposepurpose but such predecessor Warrant Agent shall not be required to make any additional expenditure (without prompt reimbursement by the Company) or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, common shares and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agency Agreement (Draganfly Inc.), Warrant Agency Agreement (Draganfly Inc.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 60 days’ ' notice in writing, sent . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 50 days after such notice of removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the any Holder of a Warrant Certificate (who shall, shall with such notice, notice submit his Warrant Certificate for inspection by the Company), then the resigning, discharged or removed Warrant Agent or any Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation (a) an entity, in good standing, organized and doing business under the laws of the United States of America or of a any state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers thereof and is subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Warrant Agent warrant agent a combined capital and surplus of at least $50,000,000, as set forth in its most recent published annual report of condition or (b) an affiliate of an entity described in clause (a) above. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent hereunder without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed reasonably requested and necessary for the such purpose. Not later than In the effective date event of any such appointmentresignation or removal, the Company successor warrant agent shall mail, by first-class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent. Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1718, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (Macneal Schwendler Corp), Warrant Agreement (MSC Software Corp)
Change of Warrant Agent. The Warrant Agent Agent, or any successor to it hereafter appointed, may resign and be discharged from its duties under this Warrant Agency Agreement upon 30 days’ notice in writing sent to the Company Company, and in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Series J Convertible Preferred Stock, to each transfer agent of the Ordinary SharesSeries J Convertible Preferred Stock known to the Warrant Agent, and to the Holders of record of the Preferred Warrant Certificates. In the event the transfer agency relationship in effect between the Company and the Warrant CertificatesAgent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Warrant Agency Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Preferred Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Preferred Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Preferred Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Warrant Agency Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation an entity organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus (together with its affiliates) of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed necessary for such purpose without assumption of any liability on the purposepart of the former Warrant Agent. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail or other deliver a notice thereof in writing to the Holders of the Preferred Warrant Certificates. However, failure to give any notice provided for in this Section 179, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agency Agreement (Biolase, Inc), Warrant Agency Agreement (Biolase, Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed resigns (such resignation to become effective not earlier than thirty (30) calendar days after the giving of written notice thereof to the Company) or shall otherwise be adjudged bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property or affairs or shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay or meet its debts generally as they become due, or if an order of any court shall be entered approving any petition filed by or against the Warrant Agent under the provisions of bankruptcy laws or any similar legislation, or if a receiver, trustee or other similar official of it or of all or any substantial part of its property shall be appointed, or if any public officer shall take charge or control of it or of its property or affairs, for the purpose of rehabilitation, conservation, protection, relief, winding up or liquidation, or becomes incapable of actingacting as Warrant Agent or if the Board of Directors of the Company by resolution removes the Warrant Agent (such removal to become effective not earlier than thirty (30) calendar days after the filing of a certified copy of such resolution with the Warrant Agent and the giving of written notice of such removal to the Warrantholders), the Company shall appoint a successor to the Warrant Agent. If the Company shall fail fails to make such appointment within a period of 30 thirty (30) calendar days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Agent, then the Holder of any Warrant Certificate Warrantholder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereofan entity, in good standing, which is authorized incorporated under such the laws to exercise corporate trust powers and is subject to supervision of any state or examination by federal or state authority and which has at of the time United States of its America. As soon as practicable after appointment as of the successor Warrant Agent, the Company shall cause written notice of the change in the Warrant Agent a combined capital and surplus to be given to each of the Warrantholders at least $50,000,000such Warrantholder’s address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor . The former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment; provided that, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of shall not be required to make any additional expenditure or assume any additional liability in connection with the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificatesforegoing. However, failure Failure to give any notice provided for in this Section 17, 18 or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (CoreWeave, Inc.), Warrant Agreement (Core Scientific, Inc./Tx)
Change of Warrant Agent. The Warrant Agent Agent, or any successor to it hereafter appointed, may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and or such shorter period of time agreed to each transfer agent of by the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany . The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent or such shorter period of time as agreed. If the Ordinary Shares, and to the Holders office of the Warrant Certificates. If the Warrant Agent shall resign becomes vacant by resignation, termination or be removed incapacity to act or shall otherwise become incapable of actingotherwise, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent, then the Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the any Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent (but not including the initial Warrant Agent), whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000authority. After appointment, the any successor Warrant Agent shall be vested with all the same authority, powers, rights, duties immunities, duties, and responsibilities obligations of its predecessor Warrant Agent with like effect as if it had been originally named as Warrant Agent hereunder, without any further act or deed; but , and except for executing and delivering documents as provided in the sentence that follows, the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it have no further duties, obligations, responsibilities or liabilities hereunder, but shall be entitled to all rights that survive the termination of this Warrant Agreement and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent Agent, including, but not limited to, its right to indemnity hereunder. If for any reason it becomes necessary or appropriate or at the appointment request of the Company, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant AgentAgent all the authority, as powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the case may beCompany shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.
Appears in 2 contracts
Sources: Warrant Agent Agreement (Bitmine Immersion Technologies, Inc.), Warrant Agency Agreement (DatChat, Inc.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 60 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agency Agreement (Quanergy Systems, Inc.), Warrant Agency Agreement (Quanergy Systems, Inc.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, sent . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. If the Warrant Agent shall resign or be removed or shall otherwise become be incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the any Holder of a Warrant Certificate (who shall, shall with such notice, notice submit his Warrant Certificate for inspection by the Company), then the any Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers Columbia and is subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Warrant Agent warrant agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the such purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1718, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.
Appears in 2 contracts
Sources: Warrant Agreement (Resort Investment LLC), Warrant Agreement (Resort Investment LLC)
Change of Warrant Agent. The Warrant Agent may at any time resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor as Warrant Agent upon 30 days’ written notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Certificate, then the Holder registered holder of any Warrant Certificate or the Warrant Agent may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor to such Warrant Agent, whether appointed either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a corporation organized and doing business under the laws majority of the United States or unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within thirty (30) days of such removal, the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a state thereof, in good standing, which is authorized under such laws successor to exercise corporate trust powers and is subject the Warrant Agent. Such successor to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 1711, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (Electroglas Inc), Warrant Agent Agreement (Dave & Busters Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 forty-five (45) days’ notice in writing sent mailed to the Company and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders of the Warrant Certificatesby first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 forty-five (45) days’ notice in writing, sent mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders of the Warrant Certificatesby first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting (including by reason of being adjudged bankrupt or insolvent or shall have commenced a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or under any other applicable Federal or State bankruptcy, insolvency or similar law or shall have consented to the appointment of or taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Warrant Agent or its property or affairs, or shall have made an assignment for the benefit of creditors, or shall have admitted in writing its inability to pay its debts generally as they become due, or shall have taken corporate action in furtherance of any such action, or a decree or order for relief by a court having jurisdiction in the premises shall have been entered in respect of the Warrant Agent in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or similar law, or a decree or order by a court having jurisdiction in the premises shall have been entered for the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar official) of the Warrant Agent or of its property or affairs, or any public officer shall take charge or control of the Warrant Agent or of its property or affairs for the purpose of rehabilitation, conservation, winding up or liquidation), the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 forty-five (45) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the a Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the a Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent upon execution, acknowledgement and delivery to the Company of an instrument accepting such appointment hereunder and without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail a notice thereof in writing to the Holders of the Warrant CertificatesHolders. However, failure to give any notice provided for in this Section 1719, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (Tejon Ranch Co), Warrant Agreement (Tejon Ranch Co)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and and, in the event that the Warrant Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary SharesCommon Stock. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and to the Holders of the Warrant CertificatesCompany shall be responsible for sending any required notice thereunder. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who which shall, with such notice, submit his its Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation Person (other than a natural person) organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust shareholder services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus (together with its Affiliates) of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purposepurpose but such predecessor Warrant Agent shall not be required to make any additional expenditure (without prompt reimbursement by the Company) or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1718, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agency Agreement (Lexaria Bioscience Corp.), Warrant Agency Agreement (Lexaria Bioscience Corp.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Sharesnotice in writing, and to the Holders holders of the Warrants notice by mailing such notice to holders at their addresses appearing on the Warrant CertificatesRegister, of such resignation, specifying a date when such resignation shall take effect. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by like notice in writing, sent to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and by like mailing of notice to each transfer agent the holders of the Ordinary Shares, and to the Holders of the Warrant CertificatesWarrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business bank or trust company, in good standing, incorporated under the laws of the State of New York or any other state in the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000America. After appointment, appointment the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent any warrant agent all canceled Warrants, records and property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the such purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and or mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (Veridien Corp), Warrant Agreement (Veridien Corp)
Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from its all further duties under this Agreement upon 30 and liabilities hereunder (except for liability arising as a result of the Warrant Agent’s own gross negligence, willful misconduct or bad faith (each as determined in a final non-appealable judgment by a court of competent jurisdiction)) after giving sixty days’ notice in writing sent to the Company, except that such shorter notice may be given as the Company and to each transfer agent of shall, in writing, accept as sufficient. If the Ordinary Shares, and to the Holders office of the Warrant Certificates. The Company may remove the Warrant Agent becomes vacant by resignation or any successor Warrant Agent upon 30 days’ notice in writing, sent incapacity to the Warrant Agent act or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint in writing a successor to warrant agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent warrant agent or by the Global Warrant Holder of a Warrant Certificate (who shall, with such notice, submit his Global Warrant Certificate for inspection by the Company), then the Global Warrant Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor warrant agent.
(b) The Warrant Agent may be removed by the Company at any time upon thirty days’ written notice to the Warrant Agent. ; provided, however, that the Company shall not remove the Warrant Agent until a successor warrant agent meeting the qualifications hereof shall have been appointed.
(c) Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized or banking association organized, in good standing and doing business under the laws of the United States of America or any state thereof or the District of a state thereofColumbia, in good standing, which is and authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent having a combined capital and surplus (together with its affiliates) of at least not less than $50,000,000. The combined capital and surplus of any such successor warrant agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment; provided that such reports are published at least annually pursuant to law or to the requirements of a federal or state supervising or examining authority. After appointment, acceptance in writing of such appointment by the successor Warrant Agent warrant agent, such successor warrant agent shall be vested with all the same authority, powers, rights, immunities, duties and responsibilities obligations of its predecessor warrant agent with like effect as if it had been originally named as Warrant Agent warrant agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent warrant agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor warrant agent all the authority, powers and rights of such predecessor warrant agent hereunder; and upon request of any successor warrant agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest in and conform to such successor warrant agent all such authority, powers, rights, immunities, duties and obligations. Upon assumption by a successor warrant agent of the duties and responsibilities hereunder, the predecessor warrant agent shall deliver and transfer transfer, at the expense of the Company, to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any As soon as practicable after such appointment, the Company shall file give notice thereof in writing with to the predecessor warrant agent, the Global Warrant Agent Holder and each transfer agent for the shares of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificatesits Common Stock. However, failure Failure to give any notice provided for in this Section 17such notice, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent.
(d) Any entity into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust or agency business of the Warrant Agent, shall be the successor warrant agent under this Warrant Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such entity would be eligible for appointment as a successor warrant agent under Section 6.03(c). In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Warrant Agreement, the Global Warrant Certificate shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Global Warrant Certificate so countersigned, and in case at that time the Global Warrant Certificate shall not have been countersigned, any successor to the Warrant Agent may becountersign such Global Warrant Certificate either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases the Global Warrant Certificate shall have the full force provided in the Global Warrant Certificate and in this Warrant Agreement.
(e) In case at any time the name of the Warrant Agent shall be changed and at such time the Global Warrant Certificate shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignatures under its prior name and deliver such Global Warrant Certificate so countersigned; and in case at that time the Global Warrant Certificate shall not have been countersigned, the Warrant Agent may countersign such Global Warrant Certificate either in its prior name or in its changed name; and in all such cases such Global Warrant Certificate shall have the full force provided in the Global Warrant Certificate and in this Warrant Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Talos Energy Inc.), Warrant Agreement (Stone Energy Corp)
Change of Warrant Agent. (a) The Warrant Agent may resign its duties and be discharged from its all further duties and liabilities under this Warrant Agreement by giving the Company 30 days' written notice. The Warrant Agent may be removed by the Company, at any time, with or without reason, effective upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates' written notice. If the office of Warrant Agent shall resign becomes vacant by reason of resignation, removal, incapacity to act or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then then, the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States bank or of a state thereoftrust company, in good standing, which is authorized incorporated under such the laws to exercise corporate trust powers of any State or of the United States of America, and is subject to supervision or examination by federal or have its principle office in the state authority and which has at the time of its appointment as Minnesota. Any new Warrant Agent a combined capital appointed hereunder shall execute, acknowledge and surplus of at least $50,000,000deliver to the Company an instrument accepting such appointment hereunder. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for deed, the purposesame shall be done and shall be legally and validly executed and delivered by the former Warrant Agent. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor former Warrant Agent and each transfer agent Agent. The Company shall promptly give notice of the Ordinary Shares, and mail a notice thereof in writing any such appointment to the Holders holders of the Warrant CertificatesCertificates by mail to their addresses as shown in the Warrant Register. However, failure Failure to file or give any such notice provided for in this Section 17, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent.
(b) Any company into which the Warrant Agent or any new Warrant Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which the Warrant Agent or any new Warrant Agent shall be a party shall be the successor Warrant Agent under this Warrant Agreement without any further act; provided that if such company would not be eligible for appointment as a successor Warrant Agent under the case provisions of paragraph (a) of this Section 7.5 the Company shall forthwith appoint a new Warrant Agent in accordance with such provisions. Any such successor Warrant Agent may beadopt the prior countersignature of any predecessor Warrant Agent and deliver Warrant Certificates countersigned and not delivered by such predecessor Warrant Agent or may countersign Warrant Certificates either in the name of any predecessor Warrant Agent or the name of the successor Warrant Agent.
Appears in 2 contracts
Sources: Warrant Agreement (PDS Financial Corp), Warrant Agreement (PDS Financial Corp)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and and, in the event that the Warrant Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary SharesCommon Stock. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and to the Holders of the Warrant CertificatesCompany shall be responsible for sending any required notice thereunder. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation Person (other than a natural person) organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust shareholder services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1718, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agency Agreement (Sonoma Pharmaceuticals, Inc.), Warrant Agency Agreement (Sonoma Pharmaceuticals, Inc.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Sharesnotice in writing, and to the Holders holders of the Warrant CertificatesWarrants notice by publication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at least once a week for two consecutive weeks in a newspaper of general circulation in Dallas, Texas and New York, New York, prior to the date so specified. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by like notice in writing, sent to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificatesby like publication. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate warrant for inspection by the Company), then the Holder registered holder of any a Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized bank or trust company having its principal office, and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined having capital and surplus as shown by its last published report to its stockholders, of at least $50,000,0001,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give or publish any notice provided for in this Section 17section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (Aarica Holdings Inc), Warrant Agreement (Starlight Entertainment Inc)
Change of Warrant Agent. The Warrant Agent may resign at ----------------------- any time and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 30-days’ ' notice in writing, sent . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the any Holder of a Warrant Certificate (who shall, shall with such noticenotice submit his, submit his her or its Warrant Certificate for inspection by the Company), then the any Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor warrant agent, either by the Company or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers Columbia and is subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Warrant Agent warrant agent a combined capital and surplus of at least $50,000,00010,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the such purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1718, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.
Appears in 2 contracts
Sources: Merger Agreement (Algos Pharmaceutical Corp), Warrant Agreement (Endo Pharmaceuticals Holdings Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed (such resignation to become effective not earlier than thirty (30) days after the giving of written notice thereof to the Company and the registered holders of Warrant Certificates) or shall otherwise become incapable of actingacting as Warrant Agent or if the Board shall by resolution remove the Warrant Agent (such removal to become effective not earlier than fifteen (15) days after the filing of a certified copy of such resolution with the Warrant Agent and the giving of written notice of such removal to the registered holders of Warrant Certificates), the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by in the Companycase of incapacity), then the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States bank or of a state thereoftrust company, in good standing, which is authorized incorporated under such the laws to exercise corporate trust powers and is subject to supervision of any state or examination by federal or state authority and which has at of the time United States of its America. As soon as practicable after appointment as of the successor Warrant Agent, the Company shall cause written notice of the change in the Warrant Agent a combined capital and surplus to be given to each of the registered holders of the Warrant Certificates at least $50,000,000such holder's address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor . The former Warrant Agent shall deliver and transfer to the successor Warrant Agent all books and records of the Company and any property at the time held by it hereunder, hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17, 17 or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (INNOVATION ECONOMY Corp), Warrant Agreement (INNOVATION ECONOMY Corp)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement hereunder upon 30 days’ thirty (30) days notice in writing sent to the Company and to each transfer agent of the Ordinary Sharesby registered or certified mail, and to the Holders of the Warrants by first class registered or certified mail, return receipt requested, at the expense of the Company; provided, however, that no such resignation or discharge shall become effective until a successor Warrant CertificatesAgent shall have been appointed hereunder. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 thirty (30) days’ , notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrants by first class registered or certified mail, return receipt requested; provided, further, however, that no such removal shall become effective until a successor Warrant CertificatesAgent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Company shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Company shall fail to make such appointment of a permanent successor within a period of 30 thirty (30) days after such removal or within sixty (60) days after it has been notified notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Warrant, then the Warrant Agent or any Holder of any a Warrant Certificate may apply to any court of competent jurisdiction for the appointment of such a new Warrant Agentsuccessor. Any successor entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent, whether appointed by the Company or by such a court, Agent shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws deemed to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, be the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may beaction.
Appears in 2 contracts
Sources: Warrant Agent Agreement (Mechanical Technology Inc), Warrant Agreement (Mechanical Technology Inc)
Change of Warrant Agent. The Warrant Agent may resign at any time and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 30-days’ ' notice in writing, sent . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the any Holder of a Warrant Certificate (who shall, shall with such noticenotice submit his, submit his her or its Warrant Certificate for inspection by the Company), then the any Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor warrant agent, either by the Company or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers Columbia and is subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Warrant Agent warrant agent a combined capital and surplus of at least $50,000,00010,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the such purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1718, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Warrant Agreement (Endo Pharmaceuticals Holdings Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1719, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agency Agreement (Ocean Power Technologies, Inc.), Warrant Agency Agreement (Ocean Power Technologies, Inc.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, sent . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the any Holder of a Warrant Certificate (who shall, shall with such notice, notice submit his Warrant Certificate for inspection by the Company), then the any Holder of any Warrant Certificate may apply to any court of competent jurisdiction located in Hartford, Connecticut for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business bank or trust company, in good standing, incorporated under the laws of the United States of America or of a any state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers thereof and is subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,0005,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent former warrant agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1715, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent warrant agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.
Appears in 2 contracts
Sources: Warrant Agreement (Vimrx Pharmaceuticals Inc), Warrant Agreement (Vimrx Pharmaceuticals Inc)
Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from its all further duties under this Agreement upon 30 and liabilities hereunder after giving 60 days’ notice in writing sent to the Company, except that such shorter notice may be given as the Company and to each transfer agent of shall, in writing, accept as sufficient. If the Ordinary Shares, and to the Holders office of the Warrant Certificates. The Company may remove the Warrant Agent becomes vacant by resignation or any successor Warrant Agent upon 30 days’ notice in writing, sent incapacity to the Warrant Agent act or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint in writing a successor to warrant agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 60 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent warrant agent or by the Holder any holder of a Warrant Certificate Warrants (who shall, with such notice, submit his Warrant Certificate for inspection inspect by the Company), then the Holder holder of any Warrant Certificate Warrants may apply to any court of competent jurisdiction for the appointment of a new successor warrant agent.
(b) The Warrant Agent may be removed by the Company at any time upon 30 days’ written notice to the Warrant Agent. ; provided, however, that the Company shall not remove the Warrant Agent until a successor warrant agent meeting the qualifications hereof shall have been appointed.
(c) Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized organized, in good standing and doing business under the laws of the United States of America or any state thereof or the District of a state thereofColumbia, in good standing, which is and authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal Federal or state authority and which has at the time of its appointment as Warrant Agent having a combined capital and surplus of at least not less than $50,000,000. After appointment, the The combined capital and surplus of any such successor Warrant Agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment, provided that such reports are published at least annually pursuant to law or to the requirements of a Federal or state supervising or examining authority. After appointment, any successor warrant agent shall be vested with all the same authority, powers, rights, immunities, duties and responsibilities obligations of its predecessor warrant agent with like effect as if it had been originally named as Warrant Agent warrant agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent warrant agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor warrant agent all the authority, powers and rights of such predecessor warrant agent hereunder; and upon request of any successor warrant agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest in and conform to such successor warrant agent all such authority, powers, rights, immunities, duties and obligations. Upon assumption by a successor warrant agent of the duties and responsibilities hereunder, the predecessor warrant agent shall deliver and transfer transfer, at the expense of the Company, to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any As soon as practicable after such appointment, the Company shall file give notice thereof in writing with to the predecessor Warrant Agent warrant agent, the registered holders to the Warrants and each transfer agent for the shares of the its Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17such notice, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent.
(d) Any corporation into which the Warrant AgentAgent may be merged or with which it may be consolidated, as or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party, shall be the successor Warrant Agent under this Agreement without any further act. In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Agreement, any of the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may beadopt the countersignature of the original Warrant Agent and deliver such Warrant Certificates so countersigned, and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor to the warrant agent may countersign such Warrant Certificates either in the name of the predecessor warrant agent or in the name of the successor warrant agent; and in all such cases Warrant Certificates shall have the full force provided in the in the Warrant Certificates and in this Agreement.
(e) In case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignatures under its prior name and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Tower Semiconductor LTD), Warrant Agreement (Tower Semiconductor LTD)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent mailed to the Company and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders holders of the Warrant CertificatesCertificates by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders holders of the Warrant CertificatesCertificates by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail a notice thereof in writing to the Holders registered holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1718, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (Converted Organics Inc.), Warrant Agreement (Converted Organics Inc.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the Company or the successor Warrant Agent Agent, as the case may be, any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, or assumption of the Warrant Agent’s role by the Company, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agency Agreement (Galmed Pharmaceuticals Ltd.), Warrant Agency Agreement (Galmed Pharmaceuticals Ltd.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent mailed to the Company and to each known transfer agent of the Ordinary SharesCommon Stock by commercial overnight delivery, and to the Holders of the Warrant Certificatesby first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock by commercial over-night delivery, and to the Holders of the Warrant CertificatesDepository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Depository, then the Holder of any Warrant Certificate Agent or the Depository may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant AgentAgent appointed hereunder shall execute, whether appointed by acknowledge and deliver to the Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or by such a court, deed shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be become vested with all the same rights, powers, rights, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as Warrant Agent without further act or deedwarrant agent; but if for any reason it becomes necessary or expedient to have the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and former warrant agent execute and deliver any further assurance, conveyance, act or deed necessary for deed, the purposesame shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor former Warrant Agent and each transfer agent of for the Ordinary SharesCommon Stock, and shall forthwith mail a notice thereof in writing to the Holders of registered holders at their addresses as they appear on the Warrant Certificatesregistry books. However, failure Failure to give any notice provided for in this Section 17file or mail such notice, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent. Upon any such termination, as the case Warrant Agent shall be relieved and discharged of any further responsibilities with respect to its duties, responsibilities and obligations hereunder. Upon payment of all outstanding fees and expenses hereunder, the Warrant Agent shall promptly forward to the Company or its designee any and all property or documentation relative to the Warrants and the holders thereof and documents relating to the Warrants or the holders thereof that the Warrant Agent may bereceive after its appointment has so terminated.
Appears in 2 contracts
Sources: Warrant Agreement (Wheeler Real Estate Investment Trust, Inc.), Warrant Agreement (Wheeler Real Estate Investment Trust, Inc.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed (such resignation to become effective not earlier than sixty (60) days after the giving of written notice thereof to the Company and the registered holders of Class A Warrants), or shall otherwise be adjudged a bankrupt or an insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property or affairs or shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay or meet its debts generally as they become due, or if an order of any court shall be entered approving any petition filed against the Warrant Agent under the provisions of bankruptcy laws or any similar legislation, or if a receiver, trustee or other similar official of it or of all or any substantial part of its property shall be appointed, or if any public officer shall take charge or control of it or of its property or affairs, for the purpose of rehabilitation, conservation, protection, relief, winding up or liquidation, or shall become incapable of actingacting as Warrant Agent or if the Board shall by resolution remove the Warrant Agent (such removal to become effective not earlier than thirty (30) days after the filing of a certified copy of such resolution with the Warrant Agent and the giving of written notice of such removal to the registered holders of Class A Warrants), the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Class A Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by in the Companycase of incapacity), then the Holder registered holder of any Class A Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States bank or of a state thereoftrust company, in good standing, which is authorized incorporated under such the laws to exercise corporate trust powers and is subject to supervision of any state or examination by federal or state authority and which has at of the time United States of its America. As soon as practicable after appointment as of the successor Warrant Agent, the Company shall cause written notice of the change in the Warrant Agent a combined capital and surplus to be given to each of the registered holders of the Class A Warrants at least $50,000,000such holder’s address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor . The former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17, 18 or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (Primus Telecommunications Group Inc), Warrant Agreement (Primus Telecommunications Group Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving the Company at least 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' prior notice in writing, sent and by mailing notice in writing to the registered holders at their addresses appearing on the Warrant Register, of such resignation, specifying a date when such resignation shall take effect. The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and by like mailing of notice to each transfer agent the registered holders of the Ordinary Shares, and to the Holders of the Warrant CertificatesWarrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate certificate for inspection by the Company), then the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be registered and otherwise authorized to serve as a corporation organized transfer agent pursuant to the Securities Exchange Act of 1934, as amended. If at any time the Warrant Agent shall cease to be eligible in accordance with the provisions of this Section 16, it shall resign immediately in the manner and doing business under with the laws effect specified in this Section 16. After acceptance in writing of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date Upon request of any such appointmentsuccessor Warrant Agent, the Company shall file notice thereof make, execute, acknowledge and deliver any and all instruments in writing with the predecessor for more fully and effectually vesting in and confirming to such successor Warrant Agent all such powers, rights, duties and each transfer agent of the Ordinary Shares, and responsibilities. Failure to file or mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1716, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agreement (Checkers Drive in Restaurants Inc /De), Warrant Agreement (Bonso Electronics International Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Common Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Common Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agency Agreement (XORTX Therapeutics Inc.), Warrant Agency Agreement (XORTX Therapeutics Inc.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 60 days’ notice in writing sent to the Company and, and in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Common Stock, to each transfer agent of the Ordinary SharesCommon Stock known to the Warrant Agent, and to the Holders of the Warrant Certificates. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice prescribed in this Section 17. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation an entity organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent (along with its affiliates) a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose; provided, that, such predecessor Warrant Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail send a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 2 contracts
Sources: Warrant Agency Agreement (Navidea Biopharmaceuticals, Inc.), Warrant Agency Agreement (Navidea Biopharmaceuticals, Inc.)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Warrant Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Warrant Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation (or other legal entity) organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Warrant Shares, and mail a notice thereof in writing to the Holders of the Warrant CertificatesCertificates . However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 1 contract
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Common Shares, and to the Holders of the B Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares, and to the Holders of the Warrant Certificates and the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000authority. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Common Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 1 contract
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Sharescommon shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Sharescommon shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1719, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 1 contract
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Shares, notice in writing; and to the Holders holders of the Warrants notice by mailing such notice to the holders at their respective addresses appearing on the Warrant Certificatesregister, of such resignation, specifying a date when such resignation shall take effect. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by like notice in writing, sent to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and the like mailing of notice to each transfer agent the holders of the Ordinary Shares, and to the Holders of the Warrant CertificatesWarrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingaction, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after afer such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by after the Holder Company has received such notice from a registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States bank or of a state thereoftrust company, in good standing, which is authorized incorporated under such laws to exercise corporate trust powers and is subject to supervision New York, Texas or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000law. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities responsibility as if it had been originally named as Warrant Agent without further act or deed; but deed and the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent any all cancelled Warrants, records and property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act assurance or deed conveyance necessary for the purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and or mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 1 contract
Sources: Warrant Agent Agreement (Precept Business Services Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its all further duties and liabilities under this Agreement (except liabilities arising as a result of the Warrant Agent's own negligence, bad faith or willful misconduct) upon 30 days’ days prior notice in writing sent mailed, by registered or certified mail, to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. The Company may remove the Warrant Agent or any successor Warrant Agent warrant agent upon 30 days’ days prior notice in writing, sent mailed to the Warrant Agent or successor Warrant Agentwarrant agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificatesby registered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within 15 days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make such appointment within a period of 30 15 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Agent, then the Holder holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor new Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States bank or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined company having capital and surplus of at least not less than $50,000,00010,000,000 or a stock transfer company that is a registered transfer agent under the Exchange Act. After appointmentappointment and execution of a copy of this Agreement in effect at that time, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent Agent, within a reasonable time, any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17Section, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.
Appears in 1 contract
Sources: Warrant Agreement (Durus Life Sciences Master Fund LTD)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent mailed to the Company Partnership and to each transfer agent of the Ordinary SharesCommon Units by registered or certified mail, and to the Holders holders of the Warrant CertificatesWarrants by first-class mail. The Company Partnership may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Units by registered or certified mail, and to the Holders holders of the Warrant CertificatesWarrants by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Partnership shall appoint a successor to the Warrant Agent. If the Company Partnership shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Warrant, then the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company Partnership or by such a court, shall be a corporation an entity organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company Partnership shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Units, and mail a notice thereof in writing to the Holders registered holders of the Warrant CertificatesWarrants. However, failure to give any notice provided for in this Section 1713, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 1 contract
Change of Warrant Agent. The Warrant Agent or any successor Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days’ ' notice in writing sent mailed to the Company and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders of the Warrant Certificatesby first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 calendar days’ ' notice in writing, sent mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock by registered or certified mail, and to the Holders of the Warrant Certificatesby first-class mail. If the Warrant Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Warrant Agent. If the Company shall fail fails to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the any Holder of a Warrant Certificate (who shallwill, with such notice, submit his Warrant Certificate for inspection by the Company), then the any Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall will be a corporation organized and doing business under the laws of the United States or of the States of Ohio or New York (or of any other state of the United States so long as such corporation is authorized to do business as a state thereofbanking institution in the States of Ohio or New York), in good standing, having a principal office in the States of Ohio or New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,00050 million. After appointment, the successor Warrant Agent shall will be vested with the same powers, rights, duties duties, and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall will deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act act, or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail a notice thereof in writing to the Holders registered holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 176.5, however, or any defect therein, shall will not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 1 contract
Sources: Series B Warrant Agreement (Federated Department Stores Inc /De/)
Change of Warrant Agent. The Warrant Agent may resign and be ----------------------- discharged from its duties under this Agreement upon 30 days’ thirty days prior notice in writing sent mailed to the Company by registered or certified mail, and to each transfer agent registered holder of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent warrant agent upon 30 thirty days’ ' prior notice in writing, sent made to the Warrant Agent or successor Warrant Agentwarrant agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificatesby registered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within fifteen days following such appointment, give notice thereof in writing to each of the registered holders of the Warrant Certificates. If the Company shall fail to make such appointment within a period of 30 fifteen days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Agent, then (i) the Holder Company agrees to perform the duties of the Warrant Agent hereunder and (ii) the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agentwarrant agent. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States bank or of a state thereoftrust company, in good standing, which is authorized under such laws to exercise having its principal corporate trust powers office in Minneapolis or St. ▇▇▇▇, Minnesota, or in New York, New York, and is subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Warrant Agent successor warrant agent a combined capital and surplus of at least $50,000,00025,000,000. After appointment, appointment the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent warrant agent without further act or deed; but the predecessor Warrant Agent former warrant agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing Failure to the Holders of the Warrant Certificates. However, failure to give given any notice provided for in this Section 17Section, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. Any agent appointed pursuant to Section 3 hereof may resign and be discharged from its duties under this Agreement upon thirty days' prior notice in writing mailed to the Warrant Agent at its principal corporate trust offices by registered or certified mail. The Warrant Agent may remove any such agent upon thirty days' prior notice in writing, mailed to such agent by registered or certified mail in the event a successor agent shall be appointed or another office shall be maintained by the Warrant Agent pursuant to Section 3 hereof, the Warrant Agent shall within fifteen days thereafter given notice thereof in writing to each of the registered holders of Warrant Certificates.
Appears in 1 contract
Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from its all further duties under this Agreement upon 30 and liabilities hereunder (except for liability arising as a result of the Warrant Agent’s own gross negligence, willful misconduct or bad faith) after giving sixty (60) days’ notice in writing sent to the Company, except that such shorter notice may be given as the Company and to each transfer agent of shall, in writing, accept as sufficient. If the Ordinary Shares, and to the Holders office of the Warrant Certificates. The Company may remove the Warrant Agent becomes vacant by resignation or any successor Warrant Agent upon 30 days’ notice in writing, sent incapacity to the Warrant Agent act or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint in writing a successor to warrant agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent warrant agent or by the Holder Global Warrantholder or Beneficial Owners and Warrantholders representing a majority of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Warrants at the time outstanding, then the Holder Global Warrantholder or Beneficial Owners and Warrantholders representing a majority of the Warrants at the time outstanding may appoint a successor warrant agent.
(b) The Warrant Agent may be removed by the Company at any Warrant Certificate may apply time upon thirty (30) days’ written notice to any court of competent jurisdiction for the appointment of a new Warrant Agent. ; provided, however, that the Company shall not remove the Warrant Agent until a successor warrant agent meeting the qualifications hereof shall have been appointed; provided, further, that, until such successor warrant agent has been appointed, the Company shall compensate the Warrant Agent in accordance with Section 7.02.
(c) Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized or banking association organized, in good standing and doing business under the laws Laws of the United States of America or any state thereof or the District of a state thereofColumbia, in good standing, which is and authorized under such laws Laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent having a combined capital and surplus of at least not less than $50,000,000. The combined capital and surplus of any such successor warrant agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment; provided that such reports are published at least annually pursuant to Law or to the requirements of a federal or state supervising or examining authority. After appointment, acceptance in writing of such appointment by the successor Warrant Agent warrant agent, such successor warrant agent shall be vested with all the same authority, powers, rights, immunities, duties and responsibilities obligations of its predecessor warrant agent with like effect as if it had been originally named as Warrant Agent warrant agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent warrant agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor warrant agent all the authority, powers and rights of such predecessor warrant agent hereunder; and upon request of any successor warrant agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest in and conform to such successor warrant agent all such authority, powers, rights, immunities, duties and obligations. Upon assumption by a successor warrant agent of the duties and responsibilities hereunder, the predecessor warrant agent shall deliver and transfer transfer, at the expense of the Company, to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any As soon as practicable after such appointment, the Company shall file give notice thereof in writing with to the predecessor Warrant Agent warrant agent, the Global Warrantholder and each transfer agent of the Ordinary for its Common Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17such notice, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent.
(d) Any entity into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust or agency business of the Warrant Agent, shall be the successor warrant agent under this Warrant Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such entity would be eligible for appointment as a successor warrant agent under Section 7.01(c). In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Warrant Agreement, any Global Warrant Certificate shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Global Warrant Certificate so countersigned, and in case at that time any Global Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may becountersign such Global Warrant Certificate either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Global Warrant Certificate shall have the full force provided in the Global Warrant Certificate and in this Warrant Agreement.
(e) In case at any time the name of the Warrant Agent shall be changed and at such time any Global Warrant Certificate shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignatures under its prior name and deliver such Global Warrant Certificate so countersigned; and in case at that time any Global Warrant Certificate shall not have been countersigned, the Warrant Agent may countersign such Global Warrant Certificate either in its prior name or in its changed name; and in all such cases such Global Warrant Certificate shall have the full force provided in the Global Warrant Certificate and in this Warrant Agreement.
Appears in 1 contract
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and, and in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Common Stock, to each transfer agent of the Ordinary SharesCommon Stock known to the Warrant Agent, and to the Holders of the Warrant Certificates. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice prescribed in this Section 17. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCommon Stock, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose; provided, that, such predecessor Warrant Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCommon Stock, and mail send a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 1 contract
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed resigns (such resignation to become effective not earlier than thirty (30) calendar days after the giving of written notice thereof to the Company) or shall otherwise be adjudged bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property or affairs or shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay or meet its debts generally as they become due, or if an order of any court shall be entered approving any petition filed by or against the Warrant Agent under the provisions of bankruptcy laws or any similar legislation, or if a receiver, trustee or other similar official of it or of all or any substantial part of its property shall be appointed, or if any public officer shall take charge or control of it or of its property or affairs, for the purpose of rehabilitation, conservation, protection, relief, winding up or liquidation, or becomes incapable of actingacting as Warrant Agent or if the Board of Directors of the Company by resolution removes the Warrant Agent (such removal to become effective not earlier than thirty (30) calendar days after the filing of a certified copy of such resolution with the Warrant Agent and the giving of written notice of such removal to the Warrantholders), the Company shall appoint a successor to the Warrant Agent. If the Company shall fail fails to make such appointment within a period of 30 thirty (30) calendar days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Agent, then the Holder of any Warrant Certificate Warrantholder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereofan entity, in good standing, which is authorized incorporated under such the laws to exercise corporate trust powers and is subject to supervision of any state or examination by federal or state authority and which has at of the time United States of its America. As soon as practicable after appointment as of the successor Warrant Agent, the Company shall cause written notice of the change in the Warrant Agent a combined capital and surplus to be given to each of the Warrantholders at least $50,000,000such Warrantholder’s address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor . The former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17, 18 or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.
Appears in 1 contract
Sources: Warrant Agreement (Hertz Corp)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent mailed to the Company and to each transfer agent of the Ordinary SharesShares by registered or certified mail, and to the Holders holders of the Warrant CertificatesCertificates by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesShares by registered or certified mail, and to the Holders holders of the Warrant CertificatesCertificates by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders registered holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1718, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 1 contract
Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from its all further duties under this Agreement upon 30 and liabilities hereunder (except for liability arising as a result of the Warrant Agent’s own gross negligence, willful misconduct or bad faith) after giving sixty days’ notice in writing sent to the Company, except that such shorter notice may be given as the Company and to each transfer agent of shall, in writing, accept as sufficient. If the Ordinary Shares, and to the Holders office of the Warrant Certificates. The Company may remove the Warrant Agent becomes vacant by resignation or any successor Warrant Agent upon 30 days’ notice in writing, sent incapacity to the Warrant Agent act or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint in writing a successor to warrant agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent warrant agent or by the Holder of a any Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Holder, then the Holder Warrant Holders (pursuant to a proper vote or consent of any Warrant Certificate 50.00% of the Warrants) may apply to any court of competent jurisdiction for the appointment of a new successor warrant agent.
(b) The Warrant Agent may be removed by the Company at any time upon sixty days’ written notice to the Warrant Agent. ; provided, however, that the Company shall not remove the Warrant Agent until a successor warrant agent meeting the qualifications hereof shall have been appointed; provided, further, that, until such successor warrant agent has been appointed, the Company shall compensate the Warrant Agent in accordance with Section 7.04.
(c) Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized or banking association organized, in good standing and doing business under the laws Laws of the United States of America or any state thereof or the District of a state thereofColumbia, in good standing, which is and authorized under such laws Laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent having a combined capital and surplus of at least not less than $50,000,000. The combined capital and surplus of any such successor warrant agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment; provided that such reports are published at least annually pursuant to Law or to the requirements of a federal or state supervising or examining authority. After appointment, acceptance in writing of such appointment by the successor Warrant Agent warrant agent, such successor warrant agent shall be vested with all the same authority, powers, rights, immunities, duties and responsibilities obligations of its predecessor warrant agent with like effect as if it had been originally named as Warrant Agent warrant agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent warrant agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor warrant agent all the authority, powers and rights of such predecessor warrant agent hereunder; and upon request of any successor warrant agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest in and conform to such successor warrant agent all such authority, powers, rights, immunities, duties and obligations. Upon assumption by a successor warrant agent of the duties and responsibilities hereunder, the predecessor warrant agent shall deliver and transfer transfer, at the expense of the Company, to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any As soon as practicable after such appointment, the Company shall file give notice thereof in writing with to the predecessor warrant agent, each Warrant Agent Holder and each transfer agent of the Ordinary for its Common Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17such notice, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent.
(d) Any entity into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust or agency business of the Warrant Agent, shall be the successor warrant agent under this Warrant Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such entity would be eligible for appointment as a successor warrant agent under Section 7.03(c). In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Warrant Agreement, any Warrant Certificate shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Warrant Certificate so countersigned, and in case at that time any Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may becountersign such Warrant Certificate either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant Certificate shall have the full force provided in the Warrant Certificate and in this Warrant Agreement.
(e) In case at any time the name of the Warrant Agent shall be changed and at such time any Global Warrant Certificate shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignatures under its prior name and deliver such Warrant Certificate so countersigned; and in case at that time any Warrant Certificate shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificate either in its prior name or in its changed name; and in all such cases such Warrant Certificate shall have the full force provided in the Warrant Certificate and in this Warrant Agreement.
Appears in 1 contract
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificatesthirty (30) days' notice in writing. The Company may remove the Warrant Agent or any successor if: (1) the Warrant Agent upon 30 days’ notice in writing, sent fails to comply with the terms of this Agreement; (2) the Warrant Agent is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Warrant Agent under any bankruptcy law; (3) a custodian or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders public officer takes charge of the Warrant CertificatesAgent or its property; or (4) the Warrant Agent becomes incapable of acting. The Warrant Agent may be removed by like notice to the Warrant Agent and the Holders from the Company, such notice to specify the date when removal shall become effective. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the any Holder of a Warrant Certificate (who shall, shall with such notice, notice submit his Warrant Certificate or Certificates for inspection by the Company), then the any Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business bank or trust Company, in good standing, incorporated under the laws of the United States of America or of a any state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers thereof and is subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000100,000,000. After appointmentappointment and acceptance of such appointment in writing, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1714, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. In the event of such resignation or removal, the successor Warrant Agent shall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor Warrant Agent.
Appears in 1 contract
Sources: Warrant Agreement
Change of Warrant Agent. The Warrant Agent may resign at any time ----------------------- and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, sent . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the any Holder of a Warrant Certificate (who shall, shall with such notice, notice submit his Warrant Certificate for inspection by the Company), then the any Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor warrant agent, either by the Company or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers Columbia and is subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Warrant Agent warrant agent a combined capital and surplus of at least $50,000,00010,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the such purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1718, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.
Appears in 1 contract
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement upon 30 days’ notice in writing sent mailed to the Company and to each transfer agent of the Ordinary SharesCMI by registered or certified mail, and to the Holders of the Warrant Certificatesby first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary SharesCMI by registered or certified mail, and to the Holders of the Warrant Certificatesby first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the a Holder of a Warrant Certificate (who shall, with such notice, submit his its Warrant Certificate for inspection by the Company), then the registered Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary SharesCompany, and mail a notice thereof in writing to the Holders of the Warrant Certificatesregistered Holders. However, failure to give any notice provided for in this Section 1714.5, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 1 contract
Change of Warrant Agent. The Warrant Agent may resign at any ----------------------- time and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 30-days’ ' notice in writing, sent . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the any Holder of a Warrant Certificate (who shall, shall with such noticenotice submit his, submit his her or its Warrant Certificate for inspection by the Company), then the any Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor warrant agent, either by the Company or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers Columbia and is subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Warrant Agent warrant agent a combined capital and surplus of at least $50,000,00010,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the such purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1718, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.
Appears in 1 contract
Sources: Warrant Agreement (Endo Pharmaceuticals Holdings Inc)
Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Agreement upon 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove by the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant AgentCompany, as the case may be, and giving notice in writing to each transfer agent of the Ordinary Sharesother, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least thirty (30) days prior to the Holders of the Warrant Certificatesdate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Warrant Holder or after discharging the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Agent, then the Holder of any Warrant Certificate Holder may apply to any court of competent jurisdiction the District Court for Denver County, Colorado, for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such a courtCourt, shall be a corporation bank or a trust company, in good standing, organized and doing business under the laws of the State of Colorado or the State of New York or of the United States of America, having its principal office in Denver, Colorado or of a state thereofNew York, in good standing, which is authorized under such laws to exercise corporate trust powers New York and is subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Warrant Agent Agent, a combined capital and surplus of at least $50,000,000four million dollars. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but deed and the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunderthereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for effecting the purposedelivery or transfer. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.
Appears in 1 contract
Sources: Warrant Agreement (Websecure Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, sent . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate any holder (who shall, shall with such notice, notice submit his Warrant Certificate for inspection by the Company), then any holder or the Holder of any resigning or removed Warrant Certificate Agent may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers Columbia and is subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Warrant Agent warrant agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the such purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1718, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.
Appears in 1 contract
Sources: Warrant Agreement (Jostens Inc)
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving the Company at least 30 days’ notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' prior notice in writing, sent and by mailing notice in writing to the registered holders at their addresses appearing on the Warrant Register, of such resignation, specifying a date when such resignation shall take effect. The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and by like mailing of notice to each transfer agent the registered holders of the Ordinary Shares, and to the Holders of the Warrant CertificatesWarrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder registered holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate certificate for inspection by the Company), then the Holder registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be registered and otherwise authorized to serve as a corporation organized transfer agent pursuant to the Securities Exchange Act of 1934, as amended. If at any time the Warrant Agent shall cease to be eligible in accordance with the provisions of this Section 16, it shall resign immediately in the manner and doing business under with the laws effect specified in this Section 16. After acceptance in writing of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date Upon request of any such appointmentsuccessor Warrant Agent, the Company shall file notice thereof make, execute, acknowledge and deliver any and all instruments in writing with the predecessor for more fully and effectually vesting in and confirming to such successor Warrant Agent all such powers, rights, duties and each transfer agent of the Ordinary Shares------------------------------------- Troop Meis▇▇▇▇▇ ▇▇▇u▇▇▇ & ▇asi▇▇, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.▇▇p
Appears in 1 contract
Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from its all further duties under this Agreement upon 30 and liabilities hereunder (except for liability arising as a result of the Warrant Agent’s own gross negligence, willful misconduct or bad faith) after giving 60 days’ notice in writing sent to the Company, except that such shorter notice may be given as the Company and to each transfer agent of shall, in writing, accept as sufficient. If the Ordinary Shares, and to the Holders office of the Warrant Certificates. The Company may remove the Warrant Agent becomes vacant by resignation or any successor Warrant Agent upon 30 days’ notice in writing, sent incapacity to the Warrant Agent act or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint in writing a successor to Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 60 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder any holder of a Warrant Certificate Warrants (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder holder of any Warrant Certificate Warrants may apply to any court of competent jurisdiction for the appointment of a new successor Warrant Agent. .
(b) The Warrant Agent may be removed by the Company at any time upon 30 days’ written notice to the Warrant Agent; provided, however, that the Company shall not remove the Warrant Agent until a successor Warrant Agent meeting the qualifications hereof shall have been appointed.
(c) Any successor Warrant Agent, whether Agent appointed by the Company or by such a court, as provided in this Section 6.02 shall be a corporation organized or banking association organized, in good standing and doing business under the laws of the United States of America or any state thereof or the District of a state thereofColumbia, in good standing, which is and authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal Federal or state authority and which has at the time of its appointment as Warrant Agent having a combined capital and surplus of at least not less than $50,000,000. The combined capital and surplus of any such successor Warrant Agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment; provided that such reports are published at least annually pursuant to law or to the requirements of a Federal or state supervising or examining authority. After appointmentacceptance in writing of such appointment by the successor Warrant Agent, the such successor Warrant Agent shall be vested with all the same authority, powers, rights, immunities, duties and responsibilities obligations of its predecessor Warrant Agent with like effect as if it had been originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest in and conform to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations. Upon assumption by a successor Warrant Agent of the duties and responsibilities hereunder, the predecessor Warrant Agent shall deliver and transfer transfer, at the expense of the Company, to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any As soon as practicable after such appointment, the Company shall file give notice thereof in writing with to the predecessor Warrant Agent Agent, the Warrantholders and each transfer agent for the shares of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificatesits Common Stock. However, failure Failure to give any notice provided for in this Section 17such notice, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent.
(d) Any entity into which the Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust or agency business of the Warrant Agent, shall be the successor Warrant Agent under this Warrant Agreement without any further act on the part of any of the parties hereto; provided that such entity would be eligible for appointment as a successor Warrant Agent under Section 6.02(c). In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Warrant Agreement, any of the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Warrant Certificates so countersigned, and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may becountersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Warrant Agreement.
(e) In case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignatures under its prior name and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Warrant Agreement.
Appears in 1 contract
Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from its all further duties under this Agreement upon 30 and liabilities hereunder (except for liability arising as a result of the Warrant Agent’s own gross negligence, willful misconduct or bad faith) after giving sixty days’ notice in writing sent to the Company, except that such shorter notice may be given as the Company and to each transfer agent of shall, in writing, accept as sufficient. If the Ordinary Shares, and to the Holders office of the Warrant Certificates. The Company may remove the Warrant Agent becomes vacant by resignation or any successor Warrant Agent upon 30 days’ notice in writing, sent incapacity to the Warrant Agent act or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint in writing a successor to warrant agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent warrant agent or by the Holder Global Warrantholder or Beneficial Owners and Warrantholders representing a majority of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company)Warrants at the time outstanding, then the Holder Global Warrantholder or Beneficial Owners and Warrantholders representing a majority of the Warrants at the time outstanding may appoint a successor warrant agent.
(b) The Warrant Agent may be removed by the Company at any time upon thirty days’ written notice to the Warrant Certificate may apply to any court of competent jurisdiction for Agent; provided, however, that the appointment of Company shall not remove the Warrant Agent until a new successor warrant agent meeting the qualifications hereof shall have been appointed; provided, further, that, until such successor warrant agent has been appointed, the Company shall compensate the Warrant Agent. Agent in accordance with Section 7.02.
(c) Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a courtthe Global Warrantholder or Beneficial Owners and Warrantholders, as applicable, shall be a corporation organized or banking association organized, in good standing and doing business under the laws Laws of the United States of America or any state thereof or the District of a state thereofColumbia, in good standing, which is and authorized under such laws Laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent having a combined capital and surplus of at least not less than $50,000,000. The combined capital and surplus of any such successor warrant agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment; provided that such reports are published at least annually pursuant to Law or to the requirements of a federal or state supervising or examining authority. After appointment, acceptance in writing of such appointment by the successor Warrant Agent warrant agent, such successor warrant agent shall be vested with all the same authority, powers, rights, immunities, duties and obligations of its predecessor warrant agent with like effect as if originally named as warrant agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor warrant agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor warrant agent all the authority, powers and rights of such predecessor warrant agent hereunder; and upon request of any successor warrant agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest in and conform to such successor warrant agent all such authority, powers, rights, immunities, duties and obligations. Upon assumption by a successor warrant agent of the duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but hereunder, the predecessor Warrant Agent warrant agent shall deliver and transfer transfer, at the expense of the Company, to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any As soon as practicable after such appointment, the Company shall file give notice thereof in writing with to the predecessor Warrant Agent warrant agent, the Global Warrantholder and each transfer agent of the Ordinary for its Common Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure Failure to give any notice provided for in this Section 17such notice, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent.
(d) Any entity into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust or agency business of the Warrant Agent, shall be the successor warrant agent under this Warrant Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such entity would be eligible for appointment as a successor warrant agent under Section 7.01(c). In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Warrant Agreement, any Warrant Certificate shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Warrant Certificate so countersigned, and in case at that time any Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may becountersign such Warrant Certificate either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant Certificate shall have the full force provided in the Warrant Certificate and in this Warrant Agreement.
(e) In case at any time the name of the Warrant Agent shall be changed and at such time any Warrant Certificate shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignatures under its prior name and deliver such Warrant Certificate so countersigned; and in case at that time any Warrant Certificate shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificate either in its prior name or in its changed name; and in all such cases such Warrant Certificate shall have the full force provided in the Warrant Certificate and in this Warrant Agreement.
Appears in 1 contract
Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent by giving to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, sent . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant CertificatesCompany. If the Warrant Agent shall resign or be removed or shall otherwise become be incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the any Holder of a Warrant Certificate (who shall, shall with such notice, notice submit his Warrant Certificate for inspection by the Company), then the any Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers Columbia and is subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Warrant Agent warrant agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the such purpose. Not later than the effective date of any such appointment, the Company shall Failure to file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 1718, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.defect
Appears in 1 contract