Exercise of Warrants. (a) During the period specified in Section 2.02 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise and (iv) such other information as the Company or the Securities Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed), the Company shall issue and deliver, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.
Appears in 1 contract
Sources: Warrant Agreement (Tribune Co)
Exercise of Warrants. (a) During the period specified in Section 2.02 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] , [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee under the Indenture of (i) the number of Warrants exercised, exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates; (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, ; (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise; and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Debt Securities to which such holder is entitled, entitled [in fully registered form, registered in such name or names names] [in bearer form] as may be directed by such holder*; [provided, however, the Company shall not be required to deliver any unregistered Warrant Debt Securities in the United States]. If fewer than all of the Warrants evidenced by such Warrant Certificate are were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, ; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.
(e) Issuance of unregistered Warrant Debt Securities upon exercise of Warrants shall be subject to such arrangements and procedures as shall be provided pursuant to Section of the Indenture.]
Appears in 1 contract
Exercise of Warrants. (a) During [With respect to Warrants evidenced by Warrant Certificates in registered form, during] [During] the period specified in Section 2.02 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America] [in applicable currency or units,currency] [in cash or cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ,] the Warrant Price for each Warrant exercisedexercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable)) to the Warrant Agent at its corporate trust office at [address] [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [With respect to Warrants evidenced by the Global Warrant Certificate, during the period specified in Section 2.02, any whole number of Warrants may be exercised by the Holder by presentation to the Warrant Agent at its office at [address located outside the United States [and the United Kingdom]], at or prior to [time], on any day on which the Warrants are exercisable, of (i) the Global Warrant Certificate (or written confirmation reasonably satisfactory to the Warrant Agent that the Global Warrant Certificate is held by the Euro-clear Operator and CEDEL and will be duly endorsed to reflect the exercise of Warrants by the Euro-clear Operator and CEDEL), (ii) a duly executed certification from the Euro-clear Operator or CEDEL, as the case may be, substantially in the form set forth in Exhibit C hereto and (iii) payment in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds,] of the Warrant Price for each Warrant exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date, if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date, if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)). Notwithstanding the foregoing, the Holder may exercise Warrants as aforesaid on the Expiration Date at any time prior to [time] in [city of Warrant Agent's office]. Any Warrants exercised as set forth in this paragraph shall be deemed exercised at the [country] office of the Warrant Agent.] [The Warrant Agent shall retain each certificate received by it from the Euro-clear Operator of CEDEL through the Expiration Date (or such earlier date by which all of the Warrants may have been exercised or cancelled) and thereafter shall dispose of them or deliver them to the Company pursuant to the instructions of the Company.] [The delivery to the Warrant Agent by the Euro-clear Operator or CEDEL of any certification referred to above may be relied upon by the Company, the Warrant Agent and the Trustee as conclusive evidence that a corresponding certificate or certificates substantially in the form of Exhibit D hereto has or have been delivered to the Euro-clear Operator or CEDEL, as the case may be.] [The Company will maintain in [location] (or in such other city [in western Europe] as the Company may deem advisable), until the right to exercise the Warrants shall expire or be earlier cancelled as hereinafter provided, an agency where the Global Warrant Certificate may be presented for exercise of the Warrants represented thereby and notices and demands to or upon the Company in respect of the Warrants or of this Agreement may be made.] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate [in registered form or, as the case may be, the Global Warrant Certificate and the certification of Euro-clear Operator or CEDEL] as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it [if non-U.S. dollar denominated funds — (or in or by immediate transfer for credit to such other account as may be designated by the Company] ) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) . If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and][,] the Trustee [and the Securities Trustee Common Depositary at [both] its London and [location] office[s]] in writing [(which, in the case of exercised Warrants represented by the Global Warrant Certificate, shall be tested telex with appropriate answerback received,)] of (i) the number of Warrants exercised, (ii) the instructions of each holder Holder of the Warrant Certificates [in registered form] evidencing such Warrants [or of the Euro-clear Operator or CEDEL, as the case may be,] with respect to delivery of the Warrant Securities to which such holder is entitled be issued upon such exercise, (iii) delivery of any Warrant Certificates [in registered form] evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require. [In addition, in the case of exercised Warrants evidenced by the Global Warrant Certificate, the Warrant Agent shall, as promptly as practicable, endorse, or cause the Common Depositary, [location] office, or one of the Warrant Agent's agents to endorse, Schedule A annexed to the Global Warrant Certificate to reflect the exercise of such Warrants and, if applicable, return the Global Warrant Certificate to the Common Depositary or to its order.
(c) ] As soon as practicable after the exercise of any Warrant (and [evidenced by a Warrant Certificate in registered form], but subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase evidencing such Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)as provided in this Section, the Company shall issue and deliverissue, pursuant to the IndentureIndentures, in authorized denominations to or upon the order of the holder Holder of the Warrant Certificate evidencing such each Warrant, the Warrant Securities to which such holder Holder is entitled, in fully registered form, registered in such name or names as may be directed by such holderHolder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate [in registered form] evidencing the number of such Warrants remaining unexercised. [As soon as practicable after the exercise of any Warrant evidenced by the Global Warrant Certificate, the Company shall issue, pursuant to the Indenture, the Warrant Securities issuable upon such exercise, in authorized denominations (i) in fully registered form, registered in such name or names as may be directed by the Euro-clear Operator or CEDEL, as the case may be, to or upon order of the Euro-clear Operator or CEDEL, as the case may be, or (ii) in bearer form to the Common Depositary to be held for the account of the Euro-clear Operator or CEDEL, as the case may be, together with a written confirmation substantially in form of Exhibit E hereto; provided, however, that no Warrant Security in bearer form shall be mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico.
(d) ] The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 2.2, any whole number of Warrants Warrants, if the Warrant Certificate evidencing the same shall have been countersigned by the Warrant Agent, may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [if applicable, insert relevant amounts in applicable foreign currency, currency unit or units,] composite currency], [in cash or by certified check or check, official bank check or by bank wire transfer, in each case] [by bank wire transfer,] in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at office, [ ], ; provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment of the Warrant Certificate with the form of election to purchase Warrant Securities [ ] set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent for any Warrant which is exercised shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the such Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price for any Warrant which is exercised in an the account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] purpose and shall advise the Company by telephone at the end of each day on which a payment wire transfer of the Warrant Price for the exercise of any Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone telephonic advice to the Company in writing.
(b) The Warrant Agent shall, shall from time to time, as promptly as practicable, advise the Company and the Securities Trustee of (i) the number of Warrants exercisedexercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities [ ] to which such holder is entitled enti tled upon such exercise, (iii) and delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)or Warrants, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the written order of the holder of the Warrant Certificate evidencing such WarrantWarrant or Warrants, the Warrant Securities [ ] or [ ] in authorized denominations to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If , and, if fewer than all of the Warrants evidenced by such Warrant Certificate are were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall countersign and deliver, a new Warrant Certificate evidencing for the number of such Warrants warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any the transfer involved in the issue of the Warrant Securities, [ ]: and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security [ ] until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Sources: Warrant Agreement (Heinz H J Co)
Exercise of Warrants. (a) During the period specified in Section 2.02 2.2, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [if applicable, express Warrant exercise price in applicable foreign currency, currency unit or units,composite currency] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] ], in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ________], provided that such exercise is subject to receipt receipt, within three business days of such [payment] [wire transfer] by the Warrant Agent within five business days of such payment of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company R&B Falcon maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company R&B Falcon by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company R&B Falcon in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee R&B Falcon of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee R&B Falcon shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03Warrant, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed), the Company R&B Falcon shall issue and deliver, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, entitled in fully registered form, registered in such name or names as may be directed by such holder. Such certificate or certificates evidencing the Warrant Securities shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Warrant Securities as of the close of business on the exercise date. No fractional Warrant Securities will be issued upon exercise of any Warrant. For each fractional Warrant Security that would otherwise be issued, R&B Falcon will pay by company check in an amount equal to such fraction multiplied by the closing sales price of the Warrant Securities on the principal national securities exchange on which they are listed (or if not so listed, another equivalent means reasonably determined by R&B Falcon) on the business day immediately preceding the exercise date. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company R&B Falcon shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company R&B Falcon shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, ; and in the event that any such transfer is involved, the Company R&B Falcon shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s R&B Falcon's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Sources: Warrant Agreement (R&b Falcon Corp)
Exercise of Warrants. (a) During the period specified in Section 2.02 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [in lawful money of the United States of America] [applicable currency or units,] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ] the Warrant Price for each Warrant exercised, exercised to the Warrant Agent at its corporate trust office [or at ____________], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliver, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
(e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrant Certificates.
Appears in 1 contract
Sources: Preferred Stock Warrant Agreement (Dayton Hudson Corp)
Exercise of Warrants. (a) During [During] [With respect to Warrants evidenced by Warrant Certificates in registered form, during] the period specified in Section 2.02 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America] [in applicable currency or units,currency] [in cash or cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ,] the Warrant Price for each Warrant exercisedexercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)) to the Warrant Agent at its corporate trust office at [address] [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [With respect to Warrants evidenced by the Global Warrant Certificate, during the period specified in Section 2.02, any whole number of Warrants may be exercised by the Holder by presentation to the Warrant Agent at its office at [address located outside the United States [and the United Kingdom]], at or prior to [time], on any day on which the Warrants are exercisable, of (i) the Global Warrant Certificate [2: together with, if prior to the Detachable Date, the Temporary Global Security] (or written confirmation reasonably satisfactory to the Warrant Agent that the Global Warrant Certificate [1: is] [2: and, if prior to the Detachable Date, the Temporary Global Security are] held by the Euro-c1ear Operator and Cedelbank and will be duly endorsed to reflect the exercise of Warrants [2: and, if prior to the Detachable Date, the surrender to the Warrant Agent of the Offered Securities to which the Warrants are attached] by the Euroclear Operator and Cedelbank), (ii) a duly executed certification from the Euroclear Operator or Cedelbank, as the case may be, substantially in the form set forth in Exhibit C hereto and (iii) payment in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds,] of the Warrant Price for each Warrant exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date, if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date, if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)). Notwithstanding the foregoing, the Holder may exercise Warrants as aforesaid on the Expiration Date at any time prior to [time] in [city of Warrant Agent's office]. Any Warrants exercised as set forth in this paragraph shall be deemed exercised at the [country] office of the Warrant Agent.] [The Warrant Agent shall retain each certificate received by it from the Euroclear Operator or Cedelbank through the Expiration Date (or such earlier date by which all of the Warrants may have been exercised or cancelled) and thereafter shall dispose of them or deliver them to the Company pursuant to the instructions of the Company.] [The delivery to the Warrant Agent by the Euroclear Operator or Cedelbank of any certification referred to above may be relied upon by the Company, the Warrant Agent and the Trustee as conclusive evidence that a corresponding certificate or certificates substantially in the form of Exhibit D hereto has or have been delivered to the Euroclear Operator or Cedelbank, as the case may be.] [The Company will maintain in [location] (or in such other city [in western Europe] as the Company may deem advisable), until the right to exercise the Warrants shall expire or be earlier cancelled as hereinafter provided, an agency where the Global Warrant Certificate [2: and, if prior to the Detachable Date, the Temporary Global Security] may be presented for exercise of the Warrants represented thereby [2: and, if prior to the Detachable Date, for surrender for cancellation of the Offered Securities to which such Warrants are attached] and notices and demands to or upon the Company in respect of the Warrants or of this Agreement may be made.] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate [in registered form or, as the case may be, the Global Warrant Certificate [2: and, if required, the Temporary Global Security] and the certification of Euroclear Operator or Cedelbank] as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it [if non-U.S. dollar denominated funds — (or in or by immediate transfer for credit to such other account as may be designated by the Company] ) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) . If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and][,] the Trustee [and the Securities Trustee Common Depositary at [both] its London and [location] office[s]] in writing [(which, in the case of exercised Warrants represented by the Global Warrant Certificate, shall be tested telex with appropriate answerback received,)] of (i) the number of Warrants exercised, (ii) the instructions of each holder Holder of the Warrant Certificates [in registered form] evidencing such Warrants [or of the Euroclear Operator or Cedelbank, as the case may be,] with respect to delivery of the Warrant Securities to which such holder is entitled be issued upon such exercise, (iii) delivery of any Warrant Certificates [in registered form] evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require. [In addition, in the case of exercised Warrants evidenced by the Global Warrant Certificate, the Warrant Agent shall, as promptly as practicable, endorse, or cause the Common Depositary, [location] office, or one of the Warrant Agent's agents to endorse, Schedule A annexed to the Global Warrant Certificate to reflect the exercise of such Warrants [2: and the Temporary Global Security to reflect the surrender for cancellation of the Offered Securities to which such Warrants are attached] and, if applicable, return the Global Warrant Certificate [2: and the Temporary Global Security] to the Common Depositary or to its order.
(c) ] As soon as practicable after the exercise of any Warrant (and [evidenced by a Warrant Certificate in registered form], but subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase evidencing such Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)as provided in this Section, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder Holder of the Warrant Certificate evidencing such each Warrant, the Warrant Securities to which such holder Holder is entitled, in fully registered form, registered in such name or names as may be directed by such holderHolder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate [in registered form] evidencing the number of such Warrants remaining unexercised. [As soon as practicable after the exercise of any Warrant evidenced by the Global Warrant Certificate, the Company shall issue, pursuant to the Indenture, the Warrant Securities issuable upon such exercise, in authorized denominations (i) in fully registered form, registered in such name or names as may be directed by the Euroclear Operator or Cedelbank, as the case may be, to or upon order of the Euroclear Operator or Cedelbank, as the case may be, or (ii) in bearer form to the Common Depositary to be held for the account of the Euroclear Operator or Cedelbank, as the case may be, together with a written confirmation substantially in form of Exhibit E hereto; provided, however, that no Warrant Security in bearer form shall be mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico.
(d) ] The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Sources: Debt Warrant Agreement (Morgan Stanley Dean Witter & Co)
Exercise of Warrants. (a) During the period specified in Section 2.02 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [in lawful money of the United States of America] [applicable currency or unitscurrency,] [in cash or by certified check or official bank check or by bank wire transferby, in each case,] [by bank wire transfer] in immediately available funds, funds the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ______________________], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate Certificates as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — -- or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee of (i) the number of Warrants exercised, (ii) the instructions -4- of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities such Trustee shall reasonably require.
(c) As soon promptly as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 2.2, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [if applicable -- insert relevant foreign currency, currency unit or units,composite currency] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] ], in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ________], provided that such exercise is subject to receipt receipt, within three business days of such [payment] [wire transfer] by the Warrant Agent within five business days of such payment of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained Patt▇▇▇▇▇ ▇▇▇ntained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by Patt▇▇▇▇▇ ▇▇ telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in Patt▇▇▇▇▇ ▇▇ writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee of Patt▇▇▇▇▇ ▇▇ (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall Patt▇▇▇▇▇ ▇▇▇ll reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03Warrant, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed), the Company shall Patt▇▇▇▇▇ ▇▇▇ll issue and deliver, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, entitled in fully registered form, registered in such name or names as may be directed by such holder. Such certificate or certificates evidencing the Warrant Securities shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Warrant Securities as of the close of business on the exercise date. No fractional Warrant Securities will be issued upon exercise of any Warrant. For each fractional Warrant Security that would otherwise be issued, Patt▇▇▇▇▇ will pay by company check in an amount equal to such fraction multiplied by the closing sales price of the Warrant Securities on the principal national securities exchange on which they are listed (or if not so listed, another equivalent means reasonably determined by Patt▇▇▇▇▇) ▇▇ the business day immediately preceding the exercise date. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall Patt▇▇▇▇▇ ▇▇▇ll execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall Patt▇▇▇▇▇ ▇▇▇ll not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, ; and in the event that any such transfer is involved, the Company shall Patt▇▇▇▇▇ ▇▇▇ll not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction Patt▇▇▇▇▇'▇ ▇▇▇isfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 2.02, any whole number of Warrants Warrants, if the Warrant Certificate evidencing the same shall have been countersigned by the Warrant Agent, may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office office, ____________________ [or at ________________________], provided that such exercise is subject to receipt within five Business Days (as defined in Section 6.11(f) hereof) of such [payment] [wire transfer] by the Warrant Agent within five business days of such payment of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an the account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] purpose and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone telephonic advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and the Securities Trustee under the Indenture] of (i) the number of Warrants exercisedexercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company [or the Securities Trustee Trustee] shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)or Warrants, the Company shall issue and deliverissue[, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, Warrant or Warrants,] the Warrant Security or Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If ; and, if fewer than all of the Warrants evidenced by such Warrant Certificate are were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliverdeliver to or upon the order of such holder, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, ; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security Securities until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Sources: Warrant Agreement (Bankboston Corp)
Exercise of Warrants. (a) During the period specified in Section 2.02 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [in lawful money of the United States of America] [applicable currency or units,currency] [in cash or by certified check cheque or official bank check cheque or by bank wire transfer, in each case] [by bank wire transfer] [in immediately available funds], the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company Corporation maintained with it [if non-U.S. dollar denominated funds — funds] or in or by immediate transfer for credit to such other account designated by the Company] Corporation and shall advise the Company Treasurer of the Corporation by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company Corporation in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company Corporation and the Securities Trustee of under the Indenture of: (i) the number of Warrants exercised, ; (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, ; (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise; and (iv) such other information as the Company Corporation or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company Corporation shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, entitled registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company Corporation shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company Corporation shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company Corporation shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s Corporation's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 2.02, any whole number of Warrants Warrants, if the Warrant Certificate evidencing the same shall have been countersigned by the Warrant Agent, may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office office, ____________________ [or at ________________________], provided that such exercise is subject to receipt within five Business Days (as defined in Section 6.11(f) hereof) of such [payment] [wire transfer] by the Warrant Agent within five business days of such payment of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an the account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] purpose and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone telephonic advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and the Securities Trustee under the Indenture] of (i) the number of Warrants exercisedexercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company [or the Securities Trustee Trustee] shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)or Warrants, the Company shall issue and deliverissue[, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, Warrant or Warrants,] the Warrant Security or Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If ; and, if fewer than all of the Warrants evidenced by such Warrant Certificate are were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing deliver to or upon the number order of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securitiesholder, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.a
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 2.2, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [if applicable -- insert relevant foreign currency, currency unit or units,composite currency] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] ], in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ________], provided that such exercise is subject to receipt receipt, within three business days of such [payment] [wire transfer] by the Warrant Agent within five business days of such payment of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliver, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, entitled in fully registered form, registered in such name or names as may be directed by such holder. Such certificate or certificates evidencing the Warrant Securities shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Warrant Securities as of the close of business on the exercise date. No fractional Warrant Securities will be issued upon exercise of any Warrant. For each fractional Warrant Security that would otherwise be issued, the Company will pay by company check in an amount equal to such fraction multiplied by the closing sales price of the Warrant Securities on the principal national securities exchange on which they are listed (or if not so listed, another equivalent means reasonably determined by the Company) on the business day immediately preceding the exercise date. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, ; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [in lawful money of the United States of America] [applicable currency or units,] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ] the Warrant Price for each Warrant exercised, exercised to the Warrant Agent at its corporate trust office [or at __________], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliver, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
(e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrant Certificates.
Appears in 1 contract
Sources: Warrant Agreement (Uhc Capital I)
Exercise of Warrants. (a) During the period specified in Section 2.02 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] , [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, funds the Warrant Price for each Warrant exercised, exercised to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee under the Indenture of (i) the number of Warrants exercisedexercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon up on such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Debt Securities to which such holder is entitled, [in fully registered form, registered in such name or names names] [in bearer form] as may be directed by such holder* ;[provided, however, the Company shall not be required to deliver any unregistered Warrant Debt Securities in the United States]. If fewer than all of the Warrants evidenced by such Warrant Certificate are were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercisedunexecuted.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, ; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Debt Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.
(e) Issuance of unregistered Warrant Debt Securities upon exercise of Warrants shall be subject to such arrangements and procedures as shall be provided pursuant to Section of the Indenture.]
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [in lawful money of the United States of America] [applicable currency or units,] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ] the Warrant Price for each Warrant exercised, exercised to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliver, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.
(e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrant Certificates.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [in lawful money of the United States of America] [applicable currency or units,currency] [in cash or by certified check cheque or official bank check cheque or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ,] the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office office, [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company Corporation maintained with it [if non-U.S. dollar denominated funds — funds] or in or by immediate transfer for credit to such other account designated by the Company] Corporation and shall advise the Company Treasurer of the Corporation by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company Corporation in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company Corporation and the Securities Trustee of under the Indenture of: (i) the number of Warrants exercised, ; (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, ; (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise; and (iv) such other information as the Company Corporation or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company Corporation shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such each Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company Corporation shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company Corporation shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company Corporation shall not be required to issue or deliver any Warrant Security Securities until such tax or other charge shall have been paid or it has been established to the Company’s Corporation's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America] [applicable currency or units,in cash] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ,] the Warrant Price for each Warrant exercisedexercised [(plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form))] to the Warrant Agent at its corporate trust office at [address] [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [Cashless Exercise Option] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment f or the exercise of the Warrant Price Warrants in an account of the Company maintained with it [if non-U.S. dollar denominated funds — (or in or by immediate transfer for credit to such other account as may be designated by the Company] ) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) . If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee in writing of (i) the number of Warrants exercised, (ii) the instructions of each holder Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) . As soon as practicable after the exercise of any Warrant (and Warrant, but subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase evidencing such Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)as provided in this Section, the Company shall issue and deliverissue[, pursuant to the Indenture, in authorized denominations to or upon the order of the holder Holder of the Warrant Certificate evidencing such each Warrant, ,] the Warrant Securities to which such holder Holder is entitled, in fully registered form, registered in such name or names as may be directed by such holderHolder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) . The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 8, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment of Office specified in Section 6 the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. executed and by paying to the Warrant Agent at such Warrant Agent Office [or at __________] the Warrant Price for each Warrant exercised in lawful money of [insert currency, currency units or composite currency], in cash or by bank wire transfer, in each case in immediately available funds [or by tendering [insert title and amount of debt securities of the Company]].* [The date on which payment in full of the Warrant Price is and certain information set forth on the reverse of the Warrant Certificates are received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, shall be deemed to be the date on which the Warrant is exercised. .] [Add any alternative exercise provisions.] The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an interest-bearing account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee of (i) the number of Warrants exercised, the principal amount of Warrant Securities issued upon exercise [and the principal amount of the debt securities applied upon such purchase], (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) A Warrant Certificate may be exercised only to purchase Warrant Securities in the denominations [insert currency, currency units or composite currency and amount] and integral multiples thereof.
(d) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate Certificates evidencing such Warrant, the Warrant Securities to which such holder is entitled, entitled in fully registered form, registered in such name or names as may be directed by such holder. If fewer than that all of the Warrants evidenced by such a Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.
Appears in 1 contract
Sources: Warrant Agreement (Coca Cola Co)
Exercise of Warrants. (a) During the period specified in Section 2.02 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] , [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at _______________], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee under the Indenture of (i) the number of Warrants exercised, exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates; (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, ; (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise; and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Debt Securities to which such holder is entitled, entitled [in fully registered form, registered in such name or names names] [in bearer form] as may be directed by such holder*; [provided, however, the Company shall not be required to deliver any unregistered Warrant Debt Securities in the United States]. If fewer than all of the Warrants evidenced by such Warrant Certificate are were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, ; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
(e) Issuance of unregistered Warrant Debt Securities upon exercise of Warrants shall be subject to such arrangements and procedures as shall be provided pursuant to Section ___ of the Indenture.]
Appears in 1 contract
Sources: Warrant Agreement (Household International Netherlands Bv)
Exercise of Warrants. (a) During the period specified in Section 2.02 2.2, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [if applicable, express Warrant exercise price in applicable foreign currency, currency unit or units,composite currency] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] ], in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ________], provided that such exercise is subject to receipt receipt, within three business days of such [payment] [wire transfer] by the Warrant Agent within five business days of such payment of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained Patt▇▇▇▇▇ ▇▇▇ntained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by Patt▇▇▇▇▇ ▇▇ telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in Patt▇▇▇▇▇ ▇▇ writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee of Patt▇▇▇▇▇ ▇▇ (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall Patt▇▇▇▇▇ ▇▇▇ll reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03Warrant, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed), the Company shall Patt▇▇▇▇▇ ▇▇▇ll issue and deliver, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, entitled in fully registered form, registered in such name or names as may be directed by such holder. Such certificate or certificates evidencing the Warrant Securities shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Warrant Securities as of the close of business on the exercise date. No fractional Warrant Securities will be issued upon exercise of any Warrant. For each fractional Warrant Security that would otherwise be issued, Patt▇▇▇▇▇ ▇▇▇l pay by company check in an amount equal to such fraction multiplied by the closing sales price of the Warrant Securities on the principal national securities exchange on which they are listed (or if not so listed, another equivalent means reasonably determined by Patt▇▇▇▇▇) ▇▇ the business day immediately preceding the exercise date. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall Patt▇▇▇▇▇ ▇▇▇ll execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall Patt▇▇▇▇▇ ▇▇▇ll not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, ; and in the event that any such transfer is involved, the Company shall Patt▇▇▇▇▇ ▇▇▇ll not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction Patt▇▇▇▇▇'▇ ▇▇▇isfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During [With respect to Warrants evidenced by Warrant Certificates in registered form, during] [During] the period specified in Section 2.02 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America] [in applicable currency or units,currency] [in cash or cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ,] the Warrant Price for each Warrant exercisedexercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the interest payment date, if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the regular record date in respect of such Warrant Securities, if any, for such interest payment date, but on or before the immediately succeeding interest payment date for such Warrant Securities, in which event no such accrued interest shall be payable [in respect of Warrant Securities to be issued in registered form]) to the Warrant Agent at its corporate trust office at [or at ___________________], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment [With respect to Warrants evidenced by the Global Warrant Certificate, during the period specified in full Section 2.02, any whole number of Warrants may be exercised by the Warrant Price is received Holder by presentation to the Warrant Agent shallat its office at [address located outside the United States [and the United Kingdom]], subject at or prior to receipt of the Warrant Certificate as aforesaid[time], be deemed to be the date on any day on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shallare exercisable, from time to time, as promptly as practicable, advise the Company and the Securities Trustee of (i) the number Global Warrant Certificate [[2: together with, if prior to the Detachable Date, the Temporary Global Security]](12) (or written confirmation reasonably satisfactory to the Warrant Agent that the Global Warrant Certificate [is](13) [and, if prior to the Detachable Date, the Temporary Global Security are](14) held by the Euroclear Operator and Clearstream and will be duly endorsed to reflect the exercise of Warrants exercised[[2: and, if prior to the Detachable Date, the surrender to the Warrant Agent of the Offered Securities to which the Warrants are attached]](15) by the Euroclear Operator and Clearstream), (ii) a duly executed certification from the instructions Euroclear Operator or Clearstream, as the case may be, substantially in the form set forth in Exhibit C hereto and (iii) payment in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each holder case,] [by bank wire transfer] [in immediately available funds,] of the Warrant Certificates evidencing such Warrants with respect to delivery of Price for each Warrant exercised (plus accrued interest, if any, on the Warrant Securities to which be issued upon exercise of such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing from and including the balanceInterest Payment Date, if any, in respect of such Warrant Securities immediately preceding the Warrants remaining after such exercise Exercise Date to and including the Exercise Date (iv) such other information as unless the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable Exercise Date is after the Regular Record Date, if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)). Notwithstanding the foregoing, the Holder may exercise Warrants as aforesaid on the Expiration Date at any time prior to [time] in [city of any Warrant (and subject to receipt by Agent's office]. ___ Any Warrants exercised as set forth in this paragraph shall be deemed exercised at the Warrant Agent pursuant to Section 2.03, within five business days of payment, [country] office of the Warrant Certificate with Agent.] [The Warrant Agent shall retain each certificate received by it from the form of election to purchase Warrant Securities set forth on Euroclear Operator or Clearstream through the reverse side of the Warrant Certificate properly completed and duly executed), the Company shall issue and deliver, pursuant to the Indenture, in authorized denominations to Expiration Date (or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to earlier date by which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, may have been exercised or cancelled) and thereafter shall dispose of them or deliver them to the Company shall execute, and an authorized officer Partnership pursuant to the instructions of the Warrant Agent shall countersign and deliver, a new Warrant Certificate evidencing the number of such Partnership.] 12 For Warrants remaining unexercisedsold attached to Offered Securities that are not immediately detachable.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.
Appears in 1 contract
Sources: Debt Warrant Agreement (Alliance Capital Management L P)
Exercise of Warrants. (a) During [With respect to Warrants evidenced by Warrant Certificates in registered form, during] [During] the period specified in Section 2.02 2.2, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America] [in applicable currency or units,currency] [in cash or cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ,] the Warrant Price for each Warrant exercisedexercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable)) to the Warrant Agent at its corporate trust office at [address] [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it [if non-U.S. dollar denominated funds — (or in or by immediate transfer for credit to such other account as may be designated by the Company] ) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) . If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and the Securities Trustee Trustee] in writing of (i) the number of Warrants exercised, (ii) the instructions of each holder Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) . As soon as practicable after the exercise of any Warrant (and Warrant, but subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase evidencing such Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)as provided in this Section, the Company shall issue and deliverissue, pursuant to the IndentureIndentures, in authorized denominations to or upon the order of the holder Holder of the Warrant Certificate evidencing such each Warrant, the Warrant Securities to which such holder Holder is entitled, in fully registered form, registered in such name or names as may be directed by such holderHolder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) . The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During [During] [With respect to Warrants evidenced by Warrant Certificates in registered form, during] the period specified in Section 2.02 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America] [in applicable currency or units,currency] [in cash or cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ,] the Warrant Price for each Warrant exercisedexercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)) to the Warrant Agent at its corporate trust office at [address] [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [With respect to Warrants evidenced by the Global Warrant Certificate, during the period specified in Section 2.02, any whole number of Warrants may be exercised by the Holder by presentation to the Warrant Agent at its office at [address located outside the United States [and the United Kingdom]], at or prior to [time], on any day on which the Warrants are exercisable, of (i) the Global Warrant Certificate [2: together with, if prior to the Detachable Date, the Temporary Global Security] (or written confirmation reasonably satisfactory to the Warrant Agent that the Global Warrant Certificate [1: is] [2: and, if prior to the Detachable Date, the Temporary Global Security are] held by the Euro-c1ear Operator and CEDEL and will be duly endorsed to reflect the exercise of Warrants [2: and, if prior to the Detachable Date, the surrender to the Warrant Agent of the Offered Securities to which the Warrants are attached] by the Euro-clear Operator and CEDEL), (ii) a duly executed certification from the Euro-clear Operator or CEDEL, as the case may be, substantially in the form set forth in Exhibit C hereto and (iii) payment in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds,] of the Warrant Price for each Warrant exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date, if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date, if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)). Notwithstanding the foregoing, the Holder may exercise Warrants as aforesaid on the Expiration Date at any time prior to [time] in [city of Warrant Agent's office]. Any Warrants exercised as set forth in this paragraph shall be deemed exercised at the [country] office of the Warrant Agent.] [The Warrant Agent shall retain each certificate received by it from the Euro-clear Operator or CEDEL through the Expiration Date (or such earlier date by which all of the Warrants may have been exercised or cancelled) and thereafter shall dispose of them or deliver them to the Company pursuant to the instructions of the Company.] [The delivery to the Warrant Agent by the Euro-clear Operator or CEDEL of any certification referred to above may be relied upon by the Company, the Warrant Agent and the Trustee as conclusive evidence that a corresponding certificate or certificates substantially in the form of Exhibit D hereto has or have been delivered to the Euro-clear Operator or CEDEL, as the case may be.] [The Company will maintain in [location] (or in such other city [in western Europe] as the Company may deem advisable), until the right to exercise the Warrants shall expire or be earlier cancelled as hereinafter provided, an agency where the Global Warrant Certificate [2: and, if prior to the Detachable Date, the Temporary Global Security] may be presented for exercise of the Warrants represented thereby [2: and, if prior to the Detachable Date, for surrender for cancellation of the Offered Securities to which such Warrants are attached] and notices and demands to or upon the Company in respect of the Warrants or of this Agreement may be made.] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate [in registered form or, as the case may be, the Global Warrant Certificate [2: and, if required, the Temporary Global Security] and the certification of Euro-clear Operator or CEDEL] as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it [if non-U.S. dollar denominated funds — (or in or by immediate transfer for credit to such other account as may be designated by the Company] ) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) . If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and][,] the Trustee [and the Securities Trustee Common Depositary at [both] its London and [location] office[s]] in writing [(which, in the case of exercised Warrants represented by the Global Warrant Certificate, shall be tested telex with appropriate answerback received,)] of (i) the number of Warrants exercised, (ii) the instructions of each holder Holder of the Warrant Certificates [in registered form] evidencing such Warrants [or of the Euro-clear Operator or CEDEL, as the case may be,] with respect to delivery of the Warrant Securities to which such holder is entitled be issued upon such exercise, (iii) delivery of any Warrant Certificates [in registered form] evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require. [In addition, in the case of exercised Warrants evidenced by the Global Warrant Certificate, the Warrant Agent shall, as promptly as practicable, endorse, or cause the Common Depositary, [location] office, or one of the Warrant Agent's agents to endorse, Schedule A annexed to the Global Warrant Certificate to reflect the exercise of such Warrants [2: and the Temporary Global Security to reflect the surrender for cancellation of the Offered Securities to which such Warrants are attached] and, if applicable, return the Global Warrant Certificate [2: and the Temporary Global Security] to the Common Depositary or to its order.
(c) ] As soon as practicable after the exercise of any Warrant (and [evidenced by a Warrant Certificate in registered form], but subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase evidencing such Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)as provided in this Section, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder Holder of the Warrant Certificate evidencing such each Warrant, the Warrant Securities to which such holder Holder is entitled, in fully registered form, registered in such name or names as may be directed by such holderHolder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate [in registered form] evidencing the number of such Warrants remaining unexercised. [As soon as practicable after the exercise of any Warrant evidenced by the Global Warrant Certificate, the Company shall issue, pursuant to the Indenture, the Warrant Securities issuable upon such exercise, in authorized denominations (i) in fully registered form, registered in such name or names as may be directed by the Euro-clear Operator or CEDEL, as the case may be, to or upon order of the Euro-clear Operator or CEDEL, as the case may be, or (ii) in bearer form to the Common Depositary to be held for the account of the Euro-clear Operator or CEDEL, as the case may be, together with a written confirmation substantially in form of Exhibit E hereto; provided, however, that no Warrant Security in bearer form shall be mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico.
(d) ] The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] , [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, funds the Warrant Price for each Warrant exercised, exercised to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee under the Indenture of (i) the number of Warrants exercisedexercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon up on such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Debt Securities to which such holder is entitled, [in fully registered form, registered in such name or names names] [in bearer form] as may be directed by such holder* ;[provided, however, the Company shall not be required to deliver any unregistered Warrant Debt Securities in the United States]. If fewer than all of the Warrants evidenced by such Warrant Certificate are were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercisedunexecuted.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, ; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Debt Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
(e) Issuance of unregistered Warrant Debt Securities upon exercise of Warrants shall be subject to such arrangements and procedures as shall be provided pursuant to Section of the Indenture.]
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 2.2, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] ], in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ________], provided that such exercise is subject to receipt by the Warrant Agent receipt, within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee under the Indenture of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, entitled in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, ; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Sources: Warrant Agreement (Alexander & Alexander Services Inc)
Exercise of Warrants. (a) During the period specified in Section 2.02 8, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment of Office specified in Section 6 the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of executed and by paying to the Warrant Agent at such Warrant Agent Office [OR AT __________] the Warrant Price is received for each Warrant exercised in lawful money of [INSERT CURRENCY, CURRENCY UNITS OR COMPOSITE CURRENCY], in cash or by the Warrant Agent shallbank wire transfer, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. in each case in immediately available funds [OR BY TENDERING [INSERT TITLE AND AMOUNT OF DEBT SECURITIES OF THE COMPANY]].* [THE DATE ON WHICH PAYMENT IN FULL OF THE WARRANT PRICE AND CERTAIN INFORMATION SET FORTH ON THE REVERSE OF THE WARRANT CERTIFICATES ARE RECEIVED BY THE WARRANT AGENT SHALL BE DEEMED TO BE THE DATE ON WHICH THE WARRANT IS EXERCISED.] [ADD ANY ALTERNATIVE EXERCISE PROVISIONS.] The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an interest-bearing account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the ----------------------- * Insert as appropriate any additional provisions with respect to payment of the exercise price by tendering debt securities of the Company. Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee of (i) the number of Warrants exercised, the principal amount of Warrant Securities issued upon exercise [AND THE PRINCIPAL AMOUNT OF THE DEBT SECURITIES APPLIED UPON SUCH PURCHASE], (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) A Warrant Certificate may be exercised only to purchase Warrant Securities in the denominations [INSERT CURRENCY, CURRENCY UNITS OR COMPOSITE CURRENCY AND AMOUNT] and integral multiples thereof.
(d) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate Certificates evidencing such Warrant, the Warrant Securities to which such holder is entitled, entitled in fully registered form, registered in such name or names as may be directed by such holder. If fewer than that all of the Warrants evidenced by such a Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.
Appears in 1 contract
Sources: Warrant Agreement (Coca Cola Co)
Exercise of Warrants. (a) During the period specified in Section 2.02 2.2, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [if applicable -- insert relevant amounts in applicable foreign currency, currency unit or units,composite currency] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] ], in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ________], provided that such exercise is subject to receipt by the Warrant Agent receipt, within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained Patt▇▇▇▇▇ ▇▇▇ntained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by Patt▇▇▇▇▇ ▇▇ telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in Patt▇▇▇▇▇ ▇▇ writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise Patt▇▇▇▇▇ ▇▇▇ the Company and Trustee under the Securities Indenture (if such Trustee is not the Warrant Agent) of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall Patt▇▇▇▇▇ ▇▇▇ll reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03Warrant, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed), the Company shall issue and deliverPatt▇▇▇▇▇ ▇▇▇ll issue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, entitled in fully registered form, registered in such name or names as may be directed by such holder. .** If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall Patt▇▇▇▇▇ ▇▇▇ll execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised. --------------------- ** Subject to change in accordance with changes in tax laws and regulations.
(d) The Company shall Patt▇▇▇▇▇ ▇▇▇ll not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, ; and in the event that any such transfer is involved, the Company shall Patt▇▇▇▇▇ ▇▇▇ll not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction Patt▇▇▇▇▇'▇ ▇▇▇isfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America] [in applicable currency or units,currency] [in cash or cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ,] the Warrant Price for each Warrant exercisedexercised [(plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form))] to the Warrant Agent at its corporate trust office at [address] [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [Insert Cashless Exercise Option provisions, if applicable] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it [if non-U.S. dollar denominated funds — (or in or by immediate transfer for credit to such other account as may be designated by the Company] ) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) . If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee in writing of (i) the number of Warrants exercised, (ii) the instructions of each holder Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) . As soon as practicable after the exercise of any Warrant (and Warrant, but subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase evidencing such Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)as provided in this Section, the Company shall issue and deliverissue[, pursuant to the Indenture, in authorized denominations to or upon the order of the holder Holder of the Warrant Certificate evidencing such each Warrant, ,] the Warrant Securities to which such holder Holder is entitled, in fully registered form, registered in such name or names as may be directed by such holderHolder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) . The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During [With respect to Warrants evidenced by Warrant Certificates in registered form, during] [During] the period specified in Section 2.02 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, [full in lawful money of the United States of AmericaAmerica [in cash] [applicable currency or units,] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ,] the Warrant Price for each Warrant exercisedexercised [(plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable))] to the Warrant Agent at its corporate trust office at [address] [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [Cashless Exercise Option]. The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it [if non-U.S. dollar denominated funds — (or in or by immediate transfer for credit to such other account as may be designated by the Company] ) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) . If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and the Securities Trustee Trustee] in writing of (i) the number of Warrants exercised, (ii) the instructions of each holder Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) . As soon as practicable after the exercise of any Warrant (and , but subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase evidencing such Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)as provided in this Section, the Company shall issue and deliverissue[, pursuant to the Indenture, in authorized denominations to or upon the order of the holder Holder of the Warrant Certificate evidencing such each Warrant, ] the Warrant Securities to which such holder Holder is entitled, in fully registered form, registered in such name or names as may be directed by such holderHolder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) . The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of surrendering the Warrant Certificate and evidencing such Warrants at the place or at the places set forth in the Warrant Certificate, with the purchase form set forth in the Warrant Certificate duly executed, accompanied by paying payment in full, [in lawful money of the United States of America] [applicable currency or units,] , [in cash or by certified check or official bank check or by bank wire transfer, in each caseNew York Clearing House funds] [by bank wire transfer] transfer in immediately available funds], of the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is for a Warrant and the duly executed and completed Warrant Certificate are received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, shall be deemed to be the date on which the such Warrant is exercised. The Warrant Agent shall deposit all funds received by it in as payment for the exercise of Warrants to the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] purpose and shall advise the Company by telephone at the end of each day on which such a payment for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone telephonic advice to the Company in writing.
1 Complete and modify the provision of this Section as appropriate to reflect the exact terms of the Warrants and the Warrant Debt Securities.
(b) The Warrant Agent shall, shall from time to time, as promptly as practicablepracticable after the exercise of any Warrants in accordance with the terms and conditions of this Agreement and the Warrant Certificates, advise the Company and the Securities Trustee of (i) the number of Warrants so exercised, (ii) the instructions of each holder Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder Holder is entitled upon such exercise, (iii) and instructions of such Holder as to delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iviii) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrants, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations denominations, to or upon the order of the holder Holder of the Warrant Certificate evidencing such WarrantWarrants, the Warrant Debt Securities to which such holder Holder is entitled, entitled in fully registered form, registered in such name or names as may be directed by such holder. If Holder; and, if fewer than all of the Warrants evidenced by such Warrant Certificate are were exercised, the Company shall execute, execute and an authorized officer of the Warrant Agent shall countersign manually authenticate and deliver, deliver a new Warrant Certificate certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, ; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver delivery any Warrant Security Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 2.2 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] America [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ] the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executedexecuted [including any applicable certifications if the Warrant Securities are issuable in bearer form]. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities [Trustee under the Indenture relating to the Warrant Securities] of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities such Trustee shall reasonably reasonable require.
(c) As soon promptly as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 2.2, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [if applicable -- insert relevant amounts in applicable foreign currency, currency unit or units,composite currency] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] ], in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ________], provided that such exercise is subject to receipt by the Warrant Agent receipt, within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company R&B Falcon maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company R&B Falcon by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company R&B Falcon in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company R&B Falcon and the Securities Trustee under the Indenture (if such Trustee is not the Warrant Agent) of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee R&B Falcon shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03Warrant, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed), the Company R&B Falcon shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, entitled in fully registered form, registered in such name or names as may be directed by such holder. .** If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company R&B Falcon shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company R&B Falcon shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, ; and in the event that any such transfer is involved, the Company R&B Falcon shall not be required to ----------------- ** Subject to change in accordance with changes in tax laws and regulations. issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s R&B Falcon's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Sources: Warrant Agreement (R&b Falcon Corp)
Exercise of Warrants. (a) During the period specified in Section 2.02 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [in lawful money of the United States of America] [applicable currency or unitscurrency,] [in cash or by certified check or official bank check or by bank wire transferby, in each case,] [by bank wire transfer] in immediately available funds, funds the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ______________________], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate Certificates as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if nonIF NON-U.S. dollar denominated funds — DOLLAR DENOMINATED FUNDS -- or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities such Trustee shall reasonably require.
(c) As soon promptly as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at _______], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — -- or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee under the Indenture of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, entitled [in fully registered form, registered in such name or names names] [in bearer form] as may be directed by such holder*[; provided, however, that the Company shall not be required to deliver any unregistered Warrant Securities in the United States]. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.the
Appears in 1 contract
Sources: Debt Warrant Agreement (TRW Inc)
Exercise of Warrants. (a) During the period specified in Section 2.02 2.2, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [if applicable, express Warrant exercise price in applicable foreign currency, currency unit or units,composite currency] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] ], in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ________], provided that such exercise is subject to receipt receipt, within three business days of such [payment] [wire transfer] by the Warrant Agent within five business days of such payment of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliver, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, entitled in fully registered form, registered in such name or names as may be directed by such holder. Such certificate or certificates evidencing the Warrant Securities shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Warrant Securities as of the close of business on the exercise date. No fractional Warrant Securities will be issued upon exercise of any Warrant. For each fractional Warrant Security that would otherwise be issued, the Company will pay by company check in an amount equal to such fraction multiplied by the closing sales price of the Warrant Securities on the principal national securities exchange on which they are listed (or if not so listed, another equivalent means reasonably determined by the Company) on the business day immediately preceding the exercise date. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, ; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America] [in applicable currency or units,currency] [in cash or cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ,] the Warrant Price for each Warrant exercisedexercised [(plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form))] to the Warrant Agent at its corporate trust office at [address] [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment such[payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [Cashless Exercise Option] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it [if non-U.S. dollar denominated funds — (or in or by immediate transfer for credit to such other account as may be designated by the Company] ) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) . If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee in writing of (i) the number of Warrants exercised, (ii) the instructions of each holder Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) . As soon as practicable after the exercise of any Warrant (and Warrant, but subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase evidencing such Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)as provided in this Section, the Company shall issue and deliverissue[, pursuant to the Indenture, in authorized denominations to or upon the order of the holder Holder of the Warrant Certificate evidencing such each Warrant, ,] the Warrant Securities to which such holder Holder is entitled, in fully registered form, registered in such name or names as may be directed by such holderHolder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) . The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Sources: Warrant Agreement (Comcast Cable Communications Inc)
Exercise of Warrants. (a) During the period specified in Section 2.02 2.2 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] America [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ] the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executedexecuted [including any applicable certifications if the Warrant Securities are issuable in bearer form]. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities [Trustee under the Indenture relating to the Warrant Securities] of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise and (iv) such other information as the Company or the Securities such Trustee shall reasonably require.
(c) As soon promptly as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliverissue, pursuant to the IndentureIndenture relating to the Warrant Securities, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [in lawful money of the United States of America] [applicable currency or units,currency] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at _______ ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment Payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — funds--or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee under the Indenture of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such each Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder [, or in bearer form, as may be directed by such holder; provided, however, the holder of a Registered Warrant may not direct the Company to issue any Warrant Security in bearer form; and provided, further that the Company shall deliver Warrant Securities in bearer form only outside the United States and only upon delivery from the person entitled to physical delivery of such Warrant Securities of an executed certificate substantially in the form of Exhibit C hereto]. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercisedunexercised [;provided, however, that the holder of a Registered Warrant may not direct the Company to execute a Bearer Warrant].
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During [With respect to Warrants evidenced by Warrant Certificates in registered form, during] [During] the period specified in Section 2.02 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America] [in applicable currency or units,currency] [in cash or cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ,] the Warrant Price for each Warrant exercisedexercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the interest payment date, if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the regular record date in respect of such Warrant Securities, if any, for such interest payment date, but on or before the immediately succeeding interest payment date for such Warrant Securities, in which event no such accrued interest shall be payable [in respect of Warrant Securities to be issued in registered form]) to the Warrant Agent at its corporate trust office at [or at ___________________], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment [With respect to Warrants evidenced by the Global Warrant Certificate, during the period specified in full Section 2.02, any whole number of Warrants may be exercised by the Warrant Price is received Holder by presentation to the Warrant Agent shallat its office at [address located outside the United States [and the United Kingdom]], subject at or prior to receipt of the Warrant Certificate as aforesaid[time], be deemed to be the date on any day on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shallare exercisable, from time to time, as promptly as practicable, advise the Company and the Securities Trustee of (i) the number Global Warrant Certificate [[2: together with, if prior to the Detachable Date, the Temporary Global Security]]12 (or written confirmation reasonably satisfactory to -------- 12 For Warrants sold attached to Offered Securities that are not immediately detachable. the Warrant Agent that the Global Warrant Certificate [is]13 [and, if prior to the Detachable Date, the Temporary Global Security are]14 held by the Euroclear Operator and Clearstream and will be duly endorsed to reflect the exercise of Warrants exercised[[2: and, if prior to the Detachable Date, the surrender to the Warrant Agent of the Offered Securities to which the Warrants are attached]]15 by the Euroclear Operator and Clearstream), (ii) a duly executed certification from the instructions Euroclear Operator or Clearstream, as the case may be, substantially in the form set forth in Exhibit C hereto and (iii) payment in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each holder case,] [by bank wire transfer] [in immediately available funds,] of the Warrant Certificates evidencing such Warrants with respect to delivery of Price for each Warrant exercised (plus accrued interest, if any, on the Warrant Securities to which be issued upon exercise of such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing from and including the balanceInterest Payment Date, if any, in respect of such Warrant Securities immediately preceding the Warrants remaining after such exercise Exercise Date to and including the Exercise Date (iv) such other information as unless the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable Exercise Date is after the Regular Record Date, if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)). Notwithstanding the foregoing, the Holder may exercise Warrants as aforesaid on the Expiration Date at any time prior to [time] in [city of any Warrant (and subject to receipt by Agent's office]. Any Warrants exercised as set forth in this paragraph shall be deemed exercised at the Warrant Agent pursuant to Section 2.03, within five business days of payment, [country] office of the Warrant Certificate with Agent.] [The Warrant Agent shall retain each certificate received by it from the form of election to purchase Warrant Securities set forth on Euroclear Operator or Clearstream through the reverse side of the Warrant Certificate properly completed and duly executed), the Company shall issue and deliver, pursuant to the Indenture, in authorized denominations to Expiration Date (or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to earlier date by which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, may have been exercised or cancelled) and thereafter shall dispose of them or deliver them to the Company shall execute, and an authorized officer pursuant to the instructions of the Warrant Agent shall countersign Company.] -------- 13 For Warrants that are not detachable and deliver, a new Warrant Certificate evidencing for Warrants sold attached to Offered Securities that are immediately detachable from the number of such Warrants remaining unexercisedOffered Securities.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During [With respect to Warrants evidenced by Warrant Certificates in registered form,] [During] the period specified in Section 2.02 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America] [in applicable currency or units,currency] [in cash or cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ,] the Warrant Price for each Warrant exercisedexercised [(plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable))] to the Warrant Agent at its corporate trust office at [address] [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [Cashless Exercise Option]. The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it [if non-U.S. dollar denominated funds — (or in or by immediate transfer for credit to such other account as may be designated by the Company] ) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) . If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and the Securities Trustee Trustee] in writing of (i) the number of Warrants exercised, (ii) the instructions of each holder Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) . As soon as practicable after the exercise of any Warrant (and Warrant, but subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase evidencing such Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)as provided in this Section, the Company shall issue and deliverissue[, pursuant to the Indenture, in authorized denominations to or upon the order of the holder Holder of the Warrant Certificate evidencing such each Warrant, ,] the Warrant Securities to which such holder Holder is entitled, in fully registered form, registered in such name or names as may be directed by such holderHolder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) . The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Sources: Warrant Agreement (Endurance Specialty Holdings LTD)
Exercise of Warrants. (a) During the period specified in Section 2.02 2.2 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] America [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ] the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ____________], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executedexecuted [including any applicable certifications if the Warrant Securities are issuable in bearer form]. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company Companies maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company Companies by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company Companies in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company Companies and the Securities [Trustee under the Indenture relating to the Warrant Securities] of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company Companies or the Securities such Trustee shall reasonably require.
(c) As soon promptly as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company Companies shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company Companies shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company Companies shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company Companies shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s Companies' satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of surrendering the Warrant Certificate and evidencing such Warrants at the place or at the places set forth in the Warrant Certificate, with the purchase form set forth in the Warrant Certificate duly executed, accompanied by paying payment in full, [in lawful money of the United States of America] [applicable currency or units,] , [in cash or by certified check or official bank check or by bank wire transfer, in each caseNew York Clearing House funds] [by bank wire transfer] transfer in immediately available funds], of the Warrant Exercise Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Exercise Price for a Warrant Price is and the duly executed and completed Warrant Certificate are received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, shall be deemed to be the date on which the such Warrant is exercised. The Warrant Agent shall deposit all funds received by it in as payment for the exercise of Warrants to the Warrant Price in an account of the Company Issuer maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] purpose and shall advise the Company Parent and the Issuer by telephone at the end of each day on which such a payment for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone telephonic advice to the Company Parent and the Issuer in writing.
(b) The Warrant Agent shall, shall from time to time, as promptly as practicablepracticable after the exercise of any Warrants in accordance with the terms and conditions of this Agreement and the Warrant Certificates, advise the Company and the Securities Trustee Issuer of (i) the number of Warrants so exercised, (ii) the instructions of each holder Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder Holder is entitled upon such exercise, (iii) and instructions of such Holder as to delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iviii) such other information as the Company or the Securities Trustee Issuer shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrants, the Company Issuer shall issue and deliverissue, pursuant to the Indenture, in authorized denominations denominations, to or upon the order of the holder Holder of the Warrant Certificate evidencing such WarrantWarrants, the Warrant Debt Security or Warrant Debt Securities to which such holder Holder is entitled, entitled [If Warrant Certificates are in fully registered form, insert -, registered in such name or names as may be directed by such holder. If Holder]; and, if fewer than all of the Warrants evidenced by such Warrant Certificate are were exercised, the Company Issuer shall execute, execute and an authorized officer of the Warrant Agent shall manually countersign and deliver, deliver a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company Issuer shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue issuance of the Warrant Debt Securities, ; and in the event that any such transfer is involved, the Company Issuer shall not be required to issue or deliver any Warrant Security Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s Issuer's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [in lawful money of the United States of America] [applicable currency or units,] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in [immediately available funds, available] [next-day] funds the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ___________], provided that such exercise is subject to receipt within five (5) business days of such [payment] [wire transfer] by the Warrant Agent within five business days of such payment of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as reasonably practicable, advise the Company and the Securities Trustee of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed), the Company shall issue and deliver, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.
Appears in 1 contract
Sources: Preferred Stock Warrant Agreement (Hs Resources Inc)
Exercise of Warrants. (a) During the period specified in Section 2.02 2.02, any whole number of Warrants Warrants, if the Warrant Certificate evidencing the same shall have been countersigned by the Warrant Agent, may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office office, ____________________ [or at ________________________], provided that such exercise is subject to receipt within five Business Days (as defined in Section 6.11(f) hereof) of such [payment] [wire transfer] by the Warrant Agent within five business days of such payment of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an the account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] purpose and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone telephonic advice to the Company in writing.
(ba) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and the Securities Trustee under the Indenture] of (i) the number of Warrants exercisedexercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company [or the Securities Trustee Trustee] shall reasonably require.
(cb) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)or Warrants, the Company shall issue and deliverissue[, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, Warrant or Warrants,] the Warrant Security or Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If ; and, if fewer than all of the Warrants evidenced by such Warrant Certificate are were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliverdeliver to or upon the order of such holder, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(dc) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, ; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security Securities until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 2.2, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ________], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee under the Indenture of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, entitled in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, execute and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, ; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Sources: Warrant Agreement (Alexander & Alexander Services Inc)
Exercise of Warrants. (a) During the period specified in Section 2.02 2.2 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] America [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ] the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executedexecuted [including any applicable certifications if the Warrant Securities are issuable in bearer form]. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities [Trustee under the Indenture relating to the Warrant Securities] of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities such Trustee shall reasonably require.
(c) As soon promptly as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Sources: Warrant Agreement (Emcor Group Inc)
Exercise of Warrants. (a) During the period specified in Section 2.02 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [in lawful money of the United States of America] [applicable currency or units,] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ] the Warrant Price for each Warrant exercised, exercised to the Warrant Agent at its corporate trust office [or at _____ ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliver, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
(e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrant Certificates.
Appears in 1 contract
Sources: Preferred Stock Warrant Agreement (Wells Fargo & Co/Mn)
Exercise of Warrants. (a) During the period specified in Section 2.02 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] , [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, funds the Warrant Price for each Warrant exercised, exercised to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee under the Indenture of (i) the number of Warrants exercisedexercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Debt Securities to which such holder is entitled, [in fully registered form, registered in such name or names names] [in bearer form] as may be directed by such holderholder/*/ [; provided, however, the Company shall not be required to deliver any unregistered Warrant Debt Securities in the United States]. If fewer than all of the Warrants evidenced by such Warrant Certificate are were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercisedunexecuted.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, ; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Debt Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
(e) Issuance of unregistered Warrant Debt Securities upon exercise of Warrants shall be subject to such arrangements and procedures as shall be provided pursuant to Section of the Indenture.]
Appears in 1 contract
Exercise of Warrants. (a) During the period specified in Section 2.02 any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [applicable currency or units,] , [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-U.S. dollar denominated funds — or in or by immediate transfer for credit to such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a payment [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Securities Trustee under the Indenture of (i) the number of Warrants exercised, exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates; (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, ; (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise exercise; and (iv) such other information as the Company or the Securities Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant (and subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)Warrant, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Debt Securities to which such holder is entitled, entitled [in fully registered form, registered in such name or names names] [in bearer form] as may be directed by such holder*; [provided, however, the Company shall not be required to deliver any unregistered Warrant Debt Securities in the United States]. If fewer than all of the Warrants evidenced by such Warrant Certificate are were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, ; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
Appears in 1 contract
Exercise of Warrants. (a) During [During] [With respect to -------------------- Warrants evidenced by Warrant Certificates in registered form, during] the period specified in Section 2.02 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America] [in applicable currency or units,currency] [in cash or cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds, ,] the Warrant Price for each Warrant exercisedexercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable)) to the Warrant Agent at its corporate trust office at [address] [or at _____________], provided that such exercise is subject to receipt by the Warrant Agent within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [With respect to Warrants evidenced by the Global Warrant Certificate, during the period specified in Section 2.02, any whole number of Warrants may be exercised by the Holder by presentation to the Warrant Agent at its office at [address located outside the United States [and the United Kingdom]], at or prior to [time], on any day on which the Warrants are exercisable, of (i) the Global Warrant Certificate [2: together with, if prior to the Detachable Date, the Temporary Global Security] (or written confirmation reasonably satisfactory to the Warrant Agent that the Global Warrant Certificate [1: is] [2: and, if prior to the Detachable Date, the Temporary Global Security are] held by the Euro-clear Operator and CEDEL and will be duly endorsed to reflect the exercise of Warrants [2: and, if prior to the Detachable Date, the surrender to the Warrant Agent of the Offered Securities to which the Warrants are attached] by the Euro-clear Operator and CEDEL), (ii) a duly executed certification from the Euro-clear Operator or CEDEL, as the case may be, substantially in the form set forth in Exhibit C hereto and (iii) payment in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds,] of the Warrant Price for each Warrant exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date, if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date, if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)). Notwithstanding the foregoing, the Holder may exercise Warrants as aforesaid on the Expiration Date at any time prior to [time] in [city of Warrant Agent's office]. Any Warrants exercised as set forth in this paragraph shall be deemed exercised at the [country] office of the Warrant Agent.] [The Warrant Agent shall retain each certificate received by it from the Euro-clear Operator or CEDEL through the Expiration Date (or such earlier date by which all of the Warrants may have been exercised or cancelled) and thereafter shall dispose of them or deliver them to the Company pursuant to the instructions of the Company.] [The delivery to the Warrant Agent by the Euro-clear Operator or CEDEL of any certification referred to above may be relied upon by the Company, the Warrant Agent and the Trustee as conclusive evidence that a corresponding certificate or certificates substantially in the form of Exhibit D hereto has or have been delivered to the Euro-clear Operator or CEDEL, as the case may be.] [The Company will maintain in [location] (or in such other city [in western Europe] as the Company may deem advisable), until the right to exercise the Warrants shall expire or be earlier cancelled as hereinafter provided, an agency where the Global Warrant Certificate [2: and, if prior to the Detachable Date, the Temporary Global Security] may be presented for exercise of the Warrants represented thereby [2: and, if prior to the Detachable Date, for surrender for cancellation of the Offered Securities to which such Warrants are attached] and notices and demands to or upon the Company in respect of the Warrants or of this Agreement may be made.] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate [in registered form or, as the case may be, the Global Warrant Certificate [2: and, if required, the Temporary Global Security] and the certification of the Euro-clear Operator or CEDEL] as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it [if non-U.S. dollar denominated funds — (or in or by immediate transfer for credit to such other account as may be designated by the Company] ) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited [or immediately transferred for credit] to such its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.
(b) . If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and][,] the Trustee [and the Securities Trustee Common Depositary at [both] its London [and location] office[s]] in writing [(which, in the case of exercised Warrants represented by the Global Warrant Certificate, shall be tested telex with appropriate answerback received,)] of (i) the number of Warrants exercised, (ii) the instructions of each holder Holder of the Warrant Certificates [in registered form] evidencing such Warrants [or of the Euro-clear Operator or CEDEL, as the case may be,] with respect to delivery of the Warrant Securities to which such holder is entitled be issued upon such exercise, (iii) delivery of any Warrant Certificates [in registered form] evidencing the balance, if any, of the Warrants remaining after such exercise exercise, and (iv) such other information as the Company or the Securities Trustee shall reasonably require. [In addition, in the case of exercised Warrants evidenced by the Global Warrant Certificate, the Warrant Agent shall, as promptly as practicable, endorse, or cause the Common Depositary, [location] office, or one of the Warrant Agent's agents to endorse, Schedule A annexed to the Global Warrant Certificate to reflect the exercise of such Warrants [2: and the Temporary Global Security to reflect the surrender for cancellation of the Offered Securities to which such Warrants are attached] and, if applicable, return the Global Warrant Certificate [2: and the Temporary Global Security] to the Common Depositary or to its order.
(c) ] As soon as practicable after the exercise of any Warrant (and [evidenced by a Warrant Certificate in registered form], but subject to receipt by the Warrant Agent pursuant to Section 2.03, within five business days of payment, of the Warrant Certificate with the form of election to purchase evidencing such Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed)as provided in this Section, the Company shall issue and deliverissue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder Holder of the Warrant Certificate evidencing such each Warrant, the Warrant Securities to which such holder Holder is entitled, in fully registered form, registered in such name or names as may be directed by such holderHolder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate [in registered form] evidencing the number of such Warrants remaining unexercised. [As soon as practicable after the exercise of any Warrant evidenced by the Global Warrant Certificate, but, in the case of any Warrant Securities to be issued in bearer form as provided in this sentence, on the date of the applicable certification of the Euro-clear Operator or CEDEL referred to in the second paragraph of this Section 2.03, the Company shall issue, pursuant to the Indenture, the Warrant Securities issuable upon such exercise, in authorized denominations (i) in fully registered form, registered in such name or names as may be directed by the Euro-clear Operator or CEDEL, as the case may be, to or upon order of the Euro-clear Operator or CEDEL, as the case may be, or (ii) in bearer form to the Common Depositary to be held for the account of the Euro- clear Operator or CEDEL, as the case may be; provided, however, that no Warrant -------- ------- Security in bearer form shall be mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico.
(d) ] The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due.
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