Common use of Definitive Warrants Clause in Contracts

Definitive Warrants. (a) A Global Warrant deposited with the Depositary or with the Warrant Agent as Warrant Custodian pursuant to Section 2.1(b) shall be transferred to the beneficial owners thereof in the form of Definitive Warrants in an aggregate amount equal to the amount of such Global Warrant, in exchange for such Global Warrant, only if such transfer complies with Section 2.5 and (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as a Depositary for such Global Warrant or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act, and a successor Depositary is not appointed by the Corporation within 90 days of such notice, or after the Corporation becomes aware of such cessation, (ii) the Depositary is in default of, or has committed a default under, this Warrant Agreement or the Warrant Certificate, or (iii) the Corporation, in its sole discretion, notifies the Warrant Agent in writing that it elects to cause the issuance of Definitive Warrants under this Warrant Agreement. (b) Any Global Warrant that is transferable to the beneficial owners thereof pursuant to this Section 2.6 shall be surrendered by the Depositary to the Warrant Agent, to be so transferred, in whole or from time to time in part, without charge, and the Warrant Agent shall authenticate and deliver, upon such transfer of each portion of such Global Warrant, an equal number of Definitive Warrants. Any certificated Warrant in the form of a Definitive Warrant delivered in exchange for an interest in the Global Warrant shall, except as otherwise provided by Section 2.5(e), bear the Restricted Warrant Legend. (c) Subject to the provisions of Section 2.6(b), the registered Holder of a Global Warrant may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Warrant Agreement or the Warrants. (d) In the event of the occurrence of any item of the events specified in Section 2.6(a)(i), (ii) or (iii), the Corporation will promptly make available to the Warrant Agent a reasonable supply of Definitive Warrants in fully registered form.

Definitive Warrants. (a) A Global Warrant deposited with the Depositary or with the Warrant Agent as Warrant Custodian pursuant to Section 2.1(b) 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Warrants in an aggregate amount equal to the amount of such Global Warrant, in exchange for such Global Warrant, only if such transfer complies with Section 2.5 2.3 and (i) the Depositary notifies the Corporation Company that it is unwilling or unable to continue as a Depositary for such Global Warrant or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act, and a successor Depositary depositary is not appointed by the Corporation Company within 90 days of such notice, or after the Corporation becomes aware of such cessation, (ii) the Depositary an Event of Default has occurred and is in default of, or has committed a default under, this Warrant Agreement or the Warrant Certificate, continuing or (iii) the CorporationCompany, in its sole discretion, notifies the Warrant Agent in writing that it elects to cause the issuance of Definitive Warrants under this Warrant Agreement. (b) Any Global Warrant that is transferable to the beneficial owners thereof pursuant to this Section 2.6 2.4 shall be surrendered by the Depositary to the Warrant Agent, to be so transferred, in whole or from time to time in part, without charge, and the Warrant Agent shall authenticate countersign and deliver, upon such transfer of each portion of such Global Warrant, an equal number of Definitive Warrants. Any certificated Warrant in the form of a Definitive Warrant delivered in exchange for an interest in the Global Warrant shall, except as otherwise provided by Section 2.5(e2.3(d), bear the Restricted Warrant Legend. (c) Subject to the provisions of Section 2.6(b2.4(b), the registered Holder of a Global Warrant may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Warrant Agreement or the Warrants. (d) In the event of the occurrence of any item of the events specified in Section 2.6(a)(i2.4(a)(i), (ii) or (iii), the Corporation Company will promptly make available to the Warrant Agent a reasonable supply of Definitive Warrants in fully registered form.

Definitive Warrants. (a) A 3.5.1 Subject to Section 3.5.5, beneficial interests in a Global Warrant deposited with the Depositary or with the Warrant Agent as Warrant Custodian pursuant to Section 2.1(b) custodian shall be transferred to the beneficial owners thereof in the form of Definitive Warrants in an aggregate amount a number equal to the amount number of Warrants represented by such Global Warrant, in exchange for such Global Warrant, only if such transfer complies with Section 2.5 3.4 and (i) the Depositary notifies the Corporation Company that it is unwilling or unable to continue as a Depositary depositary for such Global Warrant or if at any time the Depositary ceases to be a "“clearing agency" ” registered under the Exchange ActAct and, and in each such case, a successor Depositary depositary is not appointed by the Corporation Company within 90 days of such notice, or after the Corporation becomes aware of such cessation, (ii) the Depositary is in default of, or has committed a default under, this Warrant Agreement or the Warrant Certificate, or (iii) the CorporationCompany, in its sole discretion, notifies the Warrant Agent in writing that it elects to cause the issuance of Definitive Warrants under this Agreement. In such event, the transfer, exchange or exercise of the Warrants shall be conducted in accordance with the customary procedures of the Warrant AgreementAgent. (b) 3.5.2 Any Global Warrant that is transferable to the beneficial owners thereof pursuant to this Section 2.6 3.5 shall be surrendered by the Depositary to the Warrant Agent, to be so transferred, in whole or from time to time in part, without charge, and the Warrant Agent shall authenticate countersign, by either manual, facsimile or PDF signature or by means of other electronic transmission, and deliverdeliver to each beneficial owner in the name of such beneficial owner, upon such transfer of each portion of such Global Warrant, an equal Definitive Warrants evidencing a number of Definitive Warrants. Any certificated Warrant in the form of a Definitive Warrant delivered in exchange for an Warrants equivalent to such beneficial owner’s beneficial interest in the Global Warrant. The Warrant shallAgent shall register such transfer in the Warrant Register, except and upon such transfer the surrendered Global Warrant shall be canceled by the Warrant Agent. Any such Definitive Warrants shall bear such restrictive legends as otherwise provided by Section 2.5(e), bear the Restricted Warrant LegendCompany may instruct. (c) 3.5.3 Subject to the provisions of Section 2.6(b)3.5.2, the registered Holder of a Global Warrant may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which that a Holder is entitled to take under this Warrant Agreement or the Warrants. (d) 3.5.4 In the event of the occurrence of any item either of the events specified in Section 2.6(a)(i), (ii) or (iii)3.5.1, the Corporation Company will promptly make available to the Warrant Agent a reasonable supply of Definitive Warrants in definitive, fully registered form. 3.5.5 The Depositary shall notify the Warrant Agent of the names and the amounts in which the Definitive Warrants will be issued. Neither the Company nor the Warrant Agent will be liable or responsible for any names or any amounts provided by the Depositary. 3.5.6 Notwithstanding the foregoing, in lieu of issuing a Definitive Warrant to any Person, the Warrant Agent may, upon the Company’s instruction, register Warrants in the name of such Person through the Company’s direct registration system or the Warrant Agent’s other book-entry procedures.

Definitive Warrants. (ai) A Global Warrant deposited with the Depositary Depository or with the Warrant Agent as Warrant Custodian for the Depository pursuant to Section 2.1(b) 3.6 shall be transferred to the beneficial owners thereof in the form of Definitive Warrants in an aggregate principal amount equal to the principal amount of such Global Warrant, in exchange for such Global Warrant, only if such transfer complies with Section 2.5 3.7 hereof and (i) the Depositary Depository notifies the Corporation Company that it is unwilling or unable to continue as a Depositary Depository for such Global Warrant and the Depository fails to appoint a successor depository or if at any time the Depositary such Depository ceases to be a "“clearing agency" ” registered under the Exchange Act, in either case, and a successor Depositary depository is not appointed by the Corporation Company within 90 days of such notice, or after the Corporation becomes aware of such cessation, (ii) the Depositary is in default of, or has committed a default under, this Warrant Agreement or the Warrant Certificate, or (iii) the CorporationCompany, in its sole discretion, notifies the Warrant Agent in writing that it elects to cause the issuance of Definitive Warrants under this Warrant Agreement. (bii) Any Global Warrant that is transferable to the beneficial owners thereof pursuant to this Section 2.6 3.7(h) shall be surrendered by the Depositary Depository to the Warrant AgentAgent located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Warrant Agent shall authenticate countersign and deliver, upon such transfer of each portion of such Global Warrant, an equal number aggregate principal amount of Definitive WarrantsWarrants of authorized denominations. Any certificated Warrant in the form portion of a Global Warrant transferred pursuant to this Section 3.7(h) shall be executed, countersigned and delivered only in denominations of $1,000 principal amount and any integral multiple thereof and registered in such names as the Depository shall direct. Any Definitive Warrant delivered in exchange for an interest in the Global Transfer Restricted Warrant shall, except as otherwise provided by Section 2.5(e)3.7(e) hereof, bear the Restricted Warrant Legendapplicable restricted securities legend and definitive securities legend set forth in Exhibit E hereto. (ciii) Subject to the provisions of Section 2.6(b)3.7(h)(ii) hereof, the registered Holder of a Global Warrant may shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Warrant Agreement or the Warrants. (div) In the event of the occurrence of any item one of the events specified in Section 2.6(a)(i), (ii3.7(h)(i) or (iii)hereof, the Corporation will Company shall promptly make available to the Warrant Agent a reasonable supply of Definitive Warrants in definitive, fully registered form.