Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants that may be delivered under this Agreement is unlimited. (b) The Universal Warrants may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer's Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants of any series: (i) the designation of the Universal Warrants of the series, which shall distinguish the Universal Warrants of the series from the Universal Warrants of all other series; (ii) any limit upon the aggregate number of the Universal Warrants of the series that may be countersigned and delivered under this Agreement (except for Universal Warrants countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants of the series); (iii) the specific Warrant Property purchasable or salable upon exercise of the Universal Warrants of the series, and the amount thereof (or the method for determining the same); (iv) the price at which the Universal Warrants of the series will be issued and, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable; (v) whether the Universal Warrants of the series are warrants to purchase ("call warrants") or warrants to sell ("put warrants") the Warrant Property; (vi) the price at which and, if other than U.S. Dollars, the coin or currency or composite currency with which the Warrant Property may be purchased or sold upon exercise of the Universal Warrants of the series (or the method for determining the same); (vii) whether the exercise price for the Universal Warrants of the series may be paid in cash or by the exchange of any other security of the Company, or both, or otherwise, and the method of exercise of the Universal Warrants of the series; (viii) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise; (ix) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they will be exercisable; (x) whether the Warrant Certificates representing the Universal Warrants of the series will be in registered form ("Registered Warrants") or bearer form ("Bearer Warrants") or both; (xi) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants of the series will be issued in global form ("Global Warrant Certificates") or definitive form ("Definitive Warrant Certificates") or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates in one form may be converted into or exchanged for Warrant Certificates in the other form; (xii) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants of the series; and (xiii) any other terms of the Universal Warrants of the series (which terms shall not be inconsistent with the provisions of this Agreement). (c) All Universal Warrants of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's Certificate or in any such agreement supplemental hereto.
Appears in 3 contracts
Sources: Universal Warrant Agreement (Credit Suisse First Boston Usa Inc), Universal Warrant Agreement (Credit Suisse First Boston Usa Inc), Universal Warrant Agreement (Donaldson Lufkin & Jenrette Inc /Ny/)
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer's Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants of any series:;
(i) the designation of the Universal Warrants of the series, which shall distinguish the Universal Warrants of the series from the Universal Warrants of all other series;
(ii) any limit upon the aggregate number of the Universal Warrants of the series that may be countersigned and delivered under this Agreement (except for Universal Warrants countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants of the series);
(iii) the specific Warrant Property purchasable or salable upon exercise of the Universal Warrants of the series, and the amount thereof (or the method for determining the same);
(iv) the price at which the Universal Warrants of the series will be issued and, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable;
(v) whether the Universal Warrants of the series are warrants to purchase ("call warrants") or warrants to sell ("put warrants") the Warrant Property;
(vi) the price at which and, if other than U.S. Dollars, the coin or currency or composite currency with which the Warrant Property may be purchased or sold upon exercise of the Universal Warrants of the series (or the method for determining the same);
(vii) whether the exercise price for the Universal Warrants of the series may be paid in cash or by the exchange of any other security of the Company, or both, or otherwise, and the method of exercise of the Universal Warrants of the series;
(viii) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ix) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they will be exercisable;
(x) whether the Warrant Certificates representing the Universal Warrants of the series will be in registered form ("Registered Warrants") or bearer form ("Bearer Warrants") or both;
(xi) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants of the series will be issued in global form ("Global Warrant Certificates") or definitive form ("Definitive Warrant Certificates") or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates in one form may be converted into or exchanged for Warrant Certificates in the other form;
(xii) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants of the series;
(xiii) whether the Universal Warrants of the series will be issued separately or together as a unit (a "Unit") with one or more other securities of the Company or any other person and, if the Universal Warrants of the series are to be issued as components of Units, whether and on what terms the Universal Warrants of the series may be separated from the other components of such Units prior to the Expiration Date of such Universal Warrants; and
(xiiixiv) any other terms of the Universal Warrants of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's Certificate or in any such agreement supplemental hereto.
Appears in 2 contracts
Sources: Universal Warrant Agreement (Morgan Stanley Dean Witter & Co), Universal Warrant Agreement (Dean Witter Discover & Co)
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions of the Company (and to the extent established pursuant to, rather than set forth in, a Board ResolutionResolution of the Company, in an Officer's ’s Certificate of the Company detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants of any series:;
(i) the designation of the Universal Warrants of the series, which shall distinguish the Universal Warrants of the series from the Universal Warrants of all other series;
(ii) any limit upon the aggregate number of the Universal Warrants of the series that may be countersigned and delivered under this Agreement (except for Universal disregarding any Warrants countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants of the series);
(iii) the specific Warrant Property purchasable or salable upon exercise of the Universal Warrants of the series, and the amount thereof (or the method for determining the same);
(iv) the price at which the Universal Warrants of the series will be issued and, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable;
(v) whether the Universal Warrants of the series are warrants to purchase ("“call warrants"”) or warrants to sell ("“put warrants"”) the Warrant Property;
(vi) the price at which and, if other than U.S. Dollars, the coin or currency or composite currency with which the Warrant Property may be purchased or sold upon exercise of the Universal Warrants of the series (or the method for determining the same);
(vii) whether the exercise price for the Universal Warrants of the series may be paid in cash or by the exchange of any other security of the Company, or both, or otherwise, and the method of exercise of the Universal Warrants of the series;
(viii) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ix) the terms by which (A) in the case of call warrants, the Warrant Agent shall deliver all funds received by it in payment for the exercise of Warrants to the Company and the Company shall deliver the Warrant Property or (B) in the case of put warrants, the Warrant Agent shall deliver the Warrant Property received to the Company in exchange for the funds delivered by the Company;
(x) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "“Expiration Date"”) on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they will be exercisable;
(xxi) whether the Warrant Certificates representing the Universal Warrants of the series will be in registered form ("“Registered Warrants"”) or bearer form ("“Bearer Warrants"”) or both;
(xixii) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants of the series will be issued in global form ("“Global Warrant Certificates"”) or definitive form ("“Definitive Warrant Certificates"”) or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates in one form may be converted into or exchanged for Warrant Certificates in the other form;
(xiixiii) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants of the series;
(xiv) any addition to, elimination of or other change in the defaults or covenants with respect to the Warrants of such series, including making defaults or covenants inapplicable or changing the remedies available to Holders of the Warrants of such series upon a default or a failure by the Company or the Guarantor to perform a covenant;
(xv) whether the Warrants of the series will be issued separately or together as a unit (a “Unit”) with one or more other securities of the Company or any other person and, if the Warrants of the series are to be issued as components of Units, whether and on what terms the Warrants of the series may be separated from the other components of such Units prior to the Expiration Date of such Warrants; and
(xiiixvi) any other terms of the Universal Warrants of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution of the Company or Officer's ’s Certificate of the Company referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board ResolutionResolution of the Company, such Officer's ’s Certificate of the Company or in any such agreement supplemental hereto. Notwithstanding Section 1.03(b)(ii) hereof and unless otherwise expressly provided with respect to a series of Warrants, the aggregate number of Warrants of a series may be increased and additional Warrants of such series may be issued up to a maximum limit upon the aggregate number authorized with respect to such series as increased.
Appears in 2 contracts
Sources: Warrant Agreement (Morgan Stanley Finance LLC), Warrant Agreement (Morgan Stanley Capital Trust Iv)
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants Purchase Contracts that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants Purchase Contracts may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, to rather than set forth in, in a Board Resolution, in an Officer's Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants Purchase Contracts of any such series:
(i) the designation of the Universal Warrants Purchase Contracts of the series, which shall distinguish the Universal Warrants Purchase Contracts of the series from the Universal Warrants Purchase Contracts of all other series;
(ii) any limit upon the aggregate number of the Universal Warrants Purchase Contracts of the series that may be countersigned and delivered under this Agreement (except for Universal Warrants disregarding any Purchase Contracts countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants Purchase Contracts of the series);
(iii) the specific Warrant Property purchasable or salable property (the "Purchase Contract Property") used to determine the amount payable upon exercise settlement of the Universal Warrants Purchase Contracts of the series, and the amount thereof of such property (or the method for determining the same);
(iv) whether the price at which the Universal Warrants Purchase Contracts of the series will be issued provide for the purchase by the Corporation and the sale by the Holder or the sale by the Corporation and the purchase by the Holder of the Purchase Contract Property;
(v) in the case of Purchase Contracts that obligate the Corporation to sell, and the Holder to purchase, Purchase Contract Property, the Purchase Price at which and, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable;
(v) whether the Universal Warrants of the series are warrants to purchase ("call warrants") or warrants to sell ("put warrants") the Warrant Property;
(vi) the price at which and, if other than U.S. Dollars, the coin or currency or composite currency with which the Warrant Purchase Contract Property may is to be purchased or sold by the Holder upon exercise settlement of the Universal Warrants Purchase Contracts of the series (or the method for determining the same);
(vii) and whether the exercise price Purchase Price for the Universal Warrants of the series such Purchase Contracts may be paid in cash or by the exchange of any other security of the CompanyCorporation, or both, or otherwise, and the time at which such Purchase Price shall be paid (if different from the settlement date);
(vi) in the case of Purchase Contracts that obligate the Corporation to purchase, and the Holders to sell, Purchase Contract Property, the Settlement Amount for the Purchase Contracts of the series (or the method for determining the same) and, if other than U.S. dollars, the coin or currency in which such Settlement Amount is to be paid;
(vii) whether the settlement of the Purchase Contracts of the series is to be in cash or by delivery of the Purchase Contract Property, or otherwise, and the method of exercise settlement of the Universal Warrants Purchase Contracts of the series;
(viii) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ix) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they the Purchase Contracts will be exercisablesettled, whether the settlement may be accelerated by the Corporation or the Holders thereof and, if so, the initial accelerated settlement date, the minimum number of Purchase Contracts that may be accelerated and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such acceleration;
(xix) whether the Warrant Certificates representing the Universal Warrants Purchase Contracts of the series will be in registered form ("Registered WarrantsPurchase Contracts") or bearer form ("Bearer WarrantsPurchase Contracts") or both;
(xix) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants Purchase Contracts of the series will be issued in global form ("Global Warrant Certificates") or definitive form ("Definitive Warrant Certificates") or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates Purchase Contracts in one form may be converted into or exchanged for Warrant Certificates Purchase Contracts in the other form;
(xiixi) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants Purchase Contracts of the series;
(xii) whether and on what terms the Purchase Contracts of the series may be separated from the other components of the Units of which the Purchase Contracts are a component;
(xiii) whether the Purchase Contracts of such series will be subject to redemption by the Corporation and, if so, the initial redemption date, the minimum number of Purchase Contracts that may be redeemed and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such redemption; and
(xiiixiv) any other terms of the Universal Warrants Purchase Contracts of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants Purchase Contracts of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants Purchase Contracts of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's Certificate or in any such agreement supplemental hereto.
Appears in 2 contracts
Sources: Unit Agreement (Morgan Stanley Capital Trust VIII), Unit Agreement (Morgan Stanley)
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants Purchase Contracts that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants Purchase Contracts may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions of the Company (and to the extent established pursuant to, to rather than set forth in, in a Board ResolutionResolution of the Company, in an Officer's ’s Certificate of the Company detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants Purchase Contracts of any such series:
(i) the designation of the Universal Warrants Purchase Contracts of the series, which shall distinguish the Universal Warrants Purchase Contracts of the series from the Universal Warrants Purchase Contracts of all other series;
(ii) any limit upon the aggregate number of the Universal Warrants Purchase Contracts of the series that may be countersigned and delivered under this Agreement (except for Universal Warrants disregarding any Purchase Contracts countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants Purchase Contracts of the series);
(iii) the specific Warrant Property purchasable or salable property (the “Purchase Contract Property”) used to determine the amount payable upon exercise settlement of the Universal Warrants Purchase Contracts of the series, and the amount thereof of such property (or the method for determining the same);
(iv) whether the price at which the Universal Warrants Purchase Contracts of the series will be issued provide for the purchase by the Company and the sale by the Holder or the sale by the Company and the purchase by the Holder of the Purchase Contract Property;
(v) in the case of Purchase Contracts that obligate the Company to sell, and the Holder to purchase, Purchase Contract Property, the Purchase Price at which and, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable;
(v) whether the Universal Warrants of the series are warrants to purchase ("call warrants") or warrants to sell ("put warrants") the Warrant Property;
(vi) the price at which and, if other than U.S. Dollars, the coin or currency or composite currency with which the Warrant Purchase Contract Property may is to be purchased or sold by the Holder upon exercise settlement of the Universal Warrants Purchase Contracts of the series (or the method for determining the same);
(vii) and whether the exercise price Purchase Price for the Universal Warrants of the series such Purchase Contracts may be paid in cash or by the exchange of any other security of the Company, or both, or otherwise, and the time at which such Purchase Price shall be paid (if different from the settlement date);
(vi) in the case of Purchase Contracts that obligate the Company to purchase, and the Holders to sell, Purchase Contract Property, the Settlement Amount for the Purchase Contracts of the series (or the method for determining the same) and, if other than U.S. dollars, the coin or currency in which such Settlement Amount is to be paid;
(vii) whether the settlement of the Purchase Contracts of the series is to be in cash or by delivery of the Purchase Contract Property, or otherwise, and the method of exercise settlement of the Universal Warrants Purchase Contracts of the series;
(viii) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ix) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they the Purchase Contracts will be exercisablesettled, whether the settlement may be accelerated by the Company or the Holders thereof and, if so, the initial accelerated settlement date, the minimum number of Purchase Contracts that may be accelerated and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such acceleration;
(xix) whether the Warrant Certificates representing the Universal Warrants Purchase Contracts of the series will be in registered form ("“Registered Warrants"Purchase Contracts”) or bearer form ("“Bearer Warrants"Purchase Contracts”) or both;
(xix) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants Purchase Contracts of the series will be issued in global form ("Global Warrant Certificates") or definitive form ("Definitive Warrant Certificates") or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates Purchase Contracts in one form may be converted into or exchanged for Warrant Certificates Purchase Contracts in the other form;
(xiixi) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants Purchase Contracts of the series;
(xii) any addition to, elimination of or other change in the events of default or covenants with respect to the Purchase Contracts of such series, including making events of default or covenants inapplicable or changing the remedies available to Holders of the Purchase Contracts of such series upon an event of default or a failure by the Company or the Guarantor to perform a covenant;
(xiii) whether and on what terms the Purchase Contracts of the series may be separated from the other components of the Units of which the Purchase Contracts are a component;
(xiv) whether the Purchase Contracts of such series will be subject to redemption by the Company and, if so, the initial redemption date, the minimum number of Purchase Contracts that may be redeemed and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such redemption; and
(xiiixv) any other terms of the Universal Warrants Purchase Contracts of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants Purchase Contracts of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution of the Company or Officer's ’s Certificate of the Company referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants Purchase Contracts of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board ResolutionResolution of the Company, such Officer's ’s Certificate of the Company or in any such agreement supplemental hereto.
Appears in 2 contracts
Sources: Unit Agreement (Morgan Stanley Finance LLC), Unit Agreement (Morgan Stanley Capital Trust Iv)
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer's Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants of any series:;
(i) the designation of the Universal Warrants of the series, which shall distinguish the Universal Warrants of the series from the Universal Warrants of all other series;
(ii) any limit upon the aggregate number of the Universal Warrants of the series that may be countersigned and delivered under this Agreement (except for Universal disregarding any Warrants countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants of the series);
(iii) the specific Warrant Property purchasable or salable upon exercise of the Universal Warrants of the series, and the amount thereof (or the method for determining the same);
(iv) the price at which the Universal Warrants of the series will be issued and, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable;
(v) whether the Universal Warrants of the series are warrants to purchase ("call warrants") or warrants to sell ("put warrants") the Warrant Property;
(vi) the price at which and, if other than U.S. Dollars, the coin or currency or composite currency with which the Warrant Property may be purchased or sold upon exercise of the Universal Warrants of the series (or the method for determining the same);
(vii) whether the exercise price for the Universal Warrants of the series may be paid in cash or by the exchange of any other security of the Company, or both, or otherwise, and the method of exercise of the Universal Warrants of the series;
(viii) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ix) the terms by which (A) in the case of call warrants, the Warrant Agent shall deliver all funds received by it in payment for the exercise of Warrants to the Company and the Company shall deliver the Warrant Property or (B) in the case of put warrants, the Warrant Agent shall deliver the Warrant Property received to the Company in exchange for the funds delivered by the Company;
(x) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they will be exercisable;
(xxi) whether the Warrant Certificates representing the Universal Warrants of the series will be in registered form ("Registered Warrants") or bearer form ("Bearer Warrants") or both;
(xixii) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants of the series will be issued in global form ("Global Warrant Certificates") or definitive form ("Definitive Warrant Certificates") or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates in one form may be converted into or exchanged for Warrant Certificates in the other form;
(xiixiii) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants of the series;
(xiv) whether the Warrants of the series will be issued separately or together as a unit (a "Unit") with one or more other securities of the Company or any other person and, if the Warrants of the series are to be issued as components of Units, whether and on what terms the Warrants of the series may be separated from the other components of such Units prior to the Expiration Date of such Warrants; and
(xiiixv) any other terms of the Universal Warrants of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's Certificate or in any such agreement supplemental hereto.
Appears in 1 contract
Sources: Warrant Agreement (Morgan Stanley)
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants Purchase Contracts that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants Purchase Contracts may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, to rather than set forth in, in a Board Resolution, in an Officer's Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants Purchase Contracts of any series:
(i1) the designation of the Universal Warrants Purchase Contracts of the series, which shall distinguish the Universal Warrants Purchase Contracts of the series from the Universal Warrants Purchase Contracts of all other series;
(ii2) any limit upon the aggregate number of the Universal Warrants Purchase Contracts of the series that may be countersigned and delivered under this Agreement (except for Universal Warrants Purchase Contracts countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants Purchase Contracts of the series);
(iii3) the specific Warrant Property purchasable or salable property (the "Purchase Contract Property") used to determine the amount payable upon exercise settlement of the Universal Warrants Purchase Contracts of the series, and the amount thereof of such property (or the method for determining the same);
(iv4) whether the price at which the Universal Warrants Purchase Contracts of the series will be issued and, if other than U.S. dollars, provide for the coin purchase by the Corporation and the sale by the Holder or currency or composite currency in which such issue price will be payable;
(v) whether the Universal Warrants sale by the Corporation and the purchase by the Holder of the series are warrants to purchase ("call warrants") or warrants to sell ("put warrants") the Warrant Purchase Contract Property;
(vi5) in the price case of Purchase Contracts that obligate the Corporation to sell, and the Holder to purchase, Purchase Contract Property, the Purchase Price at which and, if other than U.S. Dollars, the coin or currency or composite currency with which the Warrant Purchase Contract Property may is to be purchased or sold by the Holder upon exercise settlement of the Universal Warrants Purchase Contracts of the series (or the method for determining the same);
(vii) and whether the exercise price Purchase Price for the Universal Warrants of the series such Purchase Contracts may be paid in cash or by the exchange of any other security of the CompanyCorporation, or both, or otherwise;
(6) in the case of Purchase Contracts that obligate the Corporation to purchase, and the Holders to sell, Purchase Contract Property, the Settlement Amount for the Purchase Contracts of the series (or the method for determining the same) and, if other than U.S. Dollars, the coin or currency or composite currency in which such Settlement Amount is to be paid;
(7) whether the settlement of the Purchase Contracts of the series is to be in cash or by delivery of the Purchase Contract Property, or otherwise, and the method of exercise settlement of the Universal Warrants Purchase Contracts of the series;
(viii) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ix) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, 8) the specific date or dates on which they the Purchase Contracts will be exercisablesettled, whether the settlement may be accelerated by the Corporation or the Holders thereof and, if so, the initial accelerated settlement date, the minimum number of Purchase Contracts that may be accelerated and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such acceleration;
(x9) whether the Warrant Certificates representing the Universal Warrants Purchase Contracts of the series will be in registered form ("Registered WarrantsPurchase Contracts") or bearer form ("Bearer WarrantsPurchase Contracts") or both;
(xi10) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants Purchase Contracts of the series will be issued in global form ("Global Warrant Certificates") or definitive form ("Definitive Warrant Certificates") or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates Purchase Contracts in one form may be converted into or exchanged for Warrant Certificates Purchase Contracts in the other form;
(xii11) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants Purchase Contracts of the series;
(12) whether and on what terms the Purchase Contracts of the series may be separated from the other components of the Units of which the Purchase Contracts are a component;
(13) whether the Purchase Contracts of such series will be subject to redemption by the Corporation and, if so, the initial redemption date, the minimum number of Purchase Contracts that may be redeemed and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such redemption; and
(xiii14) any other terms of the Universal Warrants Purchase Contracts of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants Purchase Contracts of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants Purchase Contracts of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's Certificate or in any such agreement supplemental hereto.
Appears in 1 contract
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants Purchase Contracts that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants Purchase Contracts may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, to rather than set forth in, in a Board Resolution, in an Officer's Officers' Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants Purchase Contracts of any series:
(i) the designation of the Universal Warrants Purchase Contracts of the series, which shall distinguish the Universal Warrants Purchase Contracts of the series from the Universal Warrants Purchase Contracts of all other series;
(ii) any limit upon the aggregate number of the Universal Warrants Purchase Contracts of the series that may be countersigned and delivered under this Agreement (except for Universal Warrants Purchase Contracts countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants Purchase Contracts of the series);
(iii) the specific Warrant Property purchasable or salable property (the "Purchase Contract Property") used to determine the amount payable upon exercise settlement of the Universal Warrants Purchase Contracts of the series, and the amount thereof of such property (or the method for determining the same);
(iv) whether the price at which the Universal Warrants Purchase Contracts of the series will be issued and, if other than U.S. dollars, provide for the coin purchase by the Corporation and the sale by the Holder or currency or composite currency in which such issue price will be payablethe sale by the Corporation and the purchase by the Holder of the Purchase Contract Property;
(v) whether in the Universal Warrants case of Purchase Contracts that obligate the series are warrants Corporation to purchase ("call warrants") or warrants sell, and the Holder to sell ("put warrants") purchase, Purchase Contract Property, the Warrant Property;
(vi) the price Purchase Price at which and, if other than U.S. Dollars, the coin or currency or composite currency with which the Warrant Purchase Contract Property may is to be purchased or sold by the Holder upon exercise settlement of the Universal Warrants Purchase Contracts of the series (or the method for determining the same);
(vii) and whether the exercise price Purchase Price for the Universal Warrants of the series such Purchase Contracts may be paid in cash or by the exchange of any other security of the CompanyCorporation, or both, or otherwise;
(vi) in the case of Purchase Contracts that obligate the Corporation to purchase, and the Holders to sell, Purchase Contract Property, the Settlement Amount for the Purchase Contracts of the series (or the method for determining the same) and, if other than U.S. Dollars, the coin or currency in which such Settlement Amount is to be paid;
(vii) whether the settlement of the Purchase Contracts of the series is to be in cash or by delivery of the Purchase Contract Property, or otherwise, and the method of exercise settlement of the Universal Warrants Purchase Contracts of the series;
(viii) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ix) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they the Purchase Contracts will be exercisablesettled, whether the settlement may be accelerated by the Corporation or the Holders thereof and, if so, the initial accelerated settlement date, the minimum number of Purchase Contracts that may be accelerated and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such acceleration;
(xix) whether the Warrant Certificates representing the Universal Warrants Purchase Contracts of the series will be in registered form ("Registered WarrantsPurchase Contracts") or bearer form ("Bearer WarrantsPurchase Contracts") or both;
(xix) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants Purchase Contracts of the series will be issued in global form ("Global Warrant Certificates") or definitive form ("Definitive Warrant Certificates") or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates Purchase Contracts in one form may be converted into or exchanged for Warrant Certificates Purchase Contracts in the other form;
(xiixi) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants Purchase Contracts of the series;
(xii) whether and on what terms the Purchase Contracts of the series may be separated from the other components of the Units of which the Purchase Contracts are a component;
(xiii) whether the Purchase Contracts of such series will be subject to redemption by the Corporation and, if so, the initial redemption date, the minimum number of Purchase Contracts that may be redeemed and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such redemption; and
(xiiixiv) any other terms of the Universal Warrants Purchase Contracts of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants Purchase Contracts of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's Officers' Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants Purchase Contracts of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's Officers' Certificate or in any such agreement supplemental hereto.
Appears in 1 contract
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer's Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants of any series:;
(i) the designation of the Universal Warrants of the series, which shall distinguish the Universal Warrants of the series from the Universal Warrants of all other series;
(ii) any limit upon the aggregate number of the Universal Warrants of the series that may be countersigned and delivered under this Agreement (except for Universal Warrants countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants of the series);):
(iii) the specific Warrant Property purchasable or salable upon exercise of the Universal Warrants of the series, and the amount thereof (or the method for determining the same);
(iv) the price at which the Universal Warrants of the series will be issued and, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable;
(v) whether the Universal Warrants of the series are warrants to purchase ("call warrants") or warrants to sell ("put warrants") the Warrant Property;
(vi) the price at which and, if other than U.S. Dollarsdollars, the coin or currency or composite currency with which the Warrant Property may be purchased or sold upon exercise of the Universal Warrants of the series (or the method for determining the same);
(vii) whether the exercise price for the Universal Warrants of the series may be paid in cash or by the exchange of any other security of the Company, or both, or otherwise, and the method of exercise of the Universal Warrants of the series;
(viii) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ix) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they will be exercisable;
(x) whether the Warrant Certificates representing the Universal Warrants of the series will be in registered form ("Registered Warrants") or bearer form ("Bearer Warrants") or both;
(xi) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants of the series will be issued in global form ("Global Warrant Certificates") or definitive form ("Definitive Warrant Certificates") or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates in one form may be converted into or exchanged for Warrant Certificates in the other form;
(xii) the place or places at which payment of the cash settlement value of the Universal Warrants of the series is to be made by the Company, if applicable;
(xiii) the circumstances, if any, which will cause the Universal Warrants of the series to be deemed to be automatically exercised;
(xiv) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants of the series;
(xv) whether the Universal Warrants of the series will be issued separately or together as a unit (a "Unit") with one or more other securities of the Company or any other person and, if the Universal Warrants of the series are to be issued as components of Units, whether and on what terms the Universal Warrants of the series may be separated from the other components of such Units prior to the Expiration Date of such Universal Warrants; and
(xiiixvi) any other terms of the Universal Warrants of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's Certificate or in any such agreement supplemental hereto.
Appears in 1 contract
Sources: Universal Warrant Agreement (J P Morgan Chase & Co)
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer's Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants of any series:;
(i1) the designation of the Universal Warrants of the series, which shall distinguish the Universal Warrants of the series from the Universal Warrants of all other series;
(ii2) any limit upon the aggregate number of the Universal Warrants of the series that may be countersigned and delivered under this Agreement (except for Universal Warrants countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants of the series);
(iii3) the specific Warrant Property purchasable or salable upon exercise of the Universal Warrants of the series, and the amount thereof (or the method for determining the same);
(iv4) the price at which the Universal Warrants of the series will be issued and, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable;
(v5) whether the Universal Warrants of the series are warrants to purchase ("call warrants") or warrants to sell ("put warrants") the Warrant Property;
(vi6) the price at which and, if other than U.S. Dollars, the coin or currency or composite currency with which the Warrant Property may be purchased or sold upon exercise of the Universal Warrants of the series (or the method for determining the same);
(vii7) whether the exercise price for the Universal Warrants of the series may be paid in cash or by the exchange of any other security of the Company, or both, or otherwise, and the method of exercise of the Universal Warrants of the series;
(viii) 8) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ix9) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they will be exercisable;
(x10) whether the Warrant Certificates representing the Universal Warrants of the series will be in registered form ("Registered Warrants") or bearer form ("Bearer Warrants") or both;
(xi11) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants of the series will be issued in global form ("Global Warrant Certificates") or definitive form ("Definitive Warrant Certificates") or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates in one form may be converted into or exchanged for Warrant Certificates in the other form;
(xii12) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants of the series;
(13) whether the Universal Warrants of the series will be issued separately or together as a unit (a "Unit") with one or more other securities of the Company or any other person and, if the Universal Warrants of the series are to be issued as components of Units, whether and on what terms the Universal Warrants of the series may be separated from the other components of such Units prior to the Expiration Date of such Universal Warrants; and
(xiii14) any other terms of the Universal Warrants of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's Certificate or in any such agreement supplemental hereto.
Appears in 1 contract
Sources: Universal Warrant Agreement (Morgan Stanley Group Inc /De/)
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer's Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants of any series:;
(i) the designation of the Universal Warrants of the series, which shall distinguish the Universal Warrants of the series from the Universal Warrants of all other series;
(ii) any limit upon the aggregate number of the Universal Warrants of the series that may be countersigned and delivered under this Agreement (except for Universal disregarding any Warrants countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants of the series);
(iii) the specific Warrant Property purchasable or salable upon exercise of the Universal Warrants of the series, and the amount thereof (or the method for determining the same);
(iv) the price at which the Universal Warrants of the series will be issued and, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable;
(v) whether the Universal Warrants of the series are warrants to purchase ("call warrants") or warrants to sell ("put warrants") the Warrant Property;
(vi) the price at which and, if other than U.S. Dollars, the coin or currency or composite currency with which the Warrant Property may be purchased or sold upon exercise of the Universal Warrants of the series (or the method for determining the same);
(vii) whether the exercise price for the Universal Warrants of the series may be paid in cash or by the exchange of any other security of the Company, or both, or otherwise, and the method of exercise of the Universal Warrants of the series;
(viii) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ix) the terms by which (A) in the case of call warrants, the Warrant Agent shall deliver all funds received by it in payment for the exercise of Warrants to the Company and the Company shall deliver the Warrant Property or (B) in the case of put warrants, the Warrant Agent shall deliver the Warrant Property received to the Company in exchange for the funds delivered by the Company;
(x) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they will be exercisable;
(xxi) whether the Warrant Certificates representing the Universal Warrants of the series will be in registered form ("Registered Warrants") or bearer form ("Bearer Warrants") or both;
(xixii) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants of the series will be issued in global form ("Global Warrant Certificates") or definitive form ("Definitive Warrant Certificates") or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates in one form may be converted into or exchanged for Warrant Certificates in the other form;
(xiixiii) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants of the series;
(xiv) whether the Warrants of the series will be issued separately or together as a unit (a "Unit") with one or more other securities of the Company or any other person and, if the Warrants of the series are to be issued as components of Units, whether and on what terms the Warrants of the series may be separated from the other components of such Units prior to the Expiration Date of such Warrants; and
(xiiixv) any other terms of the Universal Warrants of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's Certificate or in any such agreement supplemental hereto. Notwithstanding Section 1.03(b)(ii) hereof and unless otherwise expressly provided with respect to a series of Warrants, the aggregate number of Warrants of a series may be increased and additional Warrants of such series may be issued up to a maximum limit upon the aggregate number authorized with respect to such series as increased.
Appears in 1 contract
Sources: Warrant Agreement (Morgan Stanley Capital Trust VIII)
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer's Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants of any series:;
(i) the any designation of the Universal Warrants of the series, which shall series to distinguish the Universal Warrants of the series from the Universal Warrants of all other series;
(ii) any limit upon the aggregate number of the Universal Warrants of the series that may be countersigned and delivered under this Agreement (except for Universal Warrants countersigned and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Universal Warrants of the series);
(iii) the specific Warrant Property purchasable or salable upon exercise of the Universal Warrants of the series, and the amount thereof (or the method for determining the same);
(iv) the price at which the Universal Warrants of the series will be issued and, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable;
(v) whether the Universal Warrants of the series are warrants a warrant to purchase ("call warrantsCall Warrants") or warrants a warrant to sell ("put warrantsPut Warrants") the Warrant Property;
(vi) the price at which and, if other than U.S. Dollars, the coin or currency or composite currency with which the Warrant Property may be purchased or sold upon exercise of the Universal Warrants of the series (or the method for determining the same);
(vii) whether the exercise price for the Universal Warrants of the series may be paid in cash or by the exchange of any other security of the Company, or both, or otherwise, and the method of exercise of the Universal Warrants of the series;
(viii) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ix) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they will be exercisable;
(x) whether the Warrant Certificates representing the Universal Warrants of the series will be in registered form ("Registered Warrants") or bearer form ("Bearer Warrants") or both;
(xi) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants of the series will be issued in global form ("Global Warrant Certificates") or definitive form ("Definitive Warrant Certificates") or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates in one form may be converted into or exchanged for Warrant Certificates in the other form;
(xii) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants of the series; and
(xiii) any other terms of the Universal Warrants of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's Certificate or in any such agreement supplemental hereto.
Appears in 1 contract
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants Purchase Contracts that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants Purchase Contracts may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, to rather than set forth in, in a Board Resolution, in an Officer's ’s Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants Purchase Contracts of any such series:
(i) the designation of the Universal Warrants Purchase Contracts of the series, which shall distinguish the Universal Warrants Purchase Contracts of the series from the Universal Warrants Purchase Contracts of all other series;
(ii) any limit upon the aggregate number of the Universal Warrants Purchase Contracts of the series that may be countersigned and delivered under this Agreement (except for Universal Warrants disregarding any Purchase Contracts countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants Purchase Contracts of the series);
(iii) the specific Warrant Property purchasable or salable property (the “Purchase Contract Property”) used to determine the amount payable upon exercise settlement of the Universal Warrants Purchase Contracts of the series, and the amount thereof of such property (or the method for determining the same);
(iv) whether the price at which the Universal Warrants Purchase Contracts of the series will be issued provide for the purchase by the Corporation and the sale by the Holder or the sale by the Corporation and the purchase by the Holder of the Purchase Contract Property;
(v) in the case of Purchase Contracts that obligate the Corporation to sell, and the Holder to purchase, Purchase Contract Property, the Purchase Price at which and, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable;
(v) whether the Universal Warrants of the series are warrants to purchase ("call warrants") or warrants to sell ("put warrants") the Warrant Property;
(vi) the price at which and, if other than U.S. Dollars, the coin or currency or composite currency with which the Warrant Purchase Contract Property may is to be purchased or sold by the Holder upon exercise settlement of the Universal Warrants Purchase Contracts of the series (or the method for determining the same);
(vii) and whether the exercise price Purchase Price for the Universal Warrants of the series such Purchase Contracts may be paid in cash or by the exchange of any other security of the CompanyCorporation, or both, or otherwise, and the time at which such Purchase Price shall be paid (if different from the settlement date);
(vi) in the case of Purchase Contracts that obligate the Corporation to purchase, and the Holders to sell, Purchase Contract Property, the Settlement Amount for the Purchase Contracts of the series (or the method for determining the same) and, if other than U.S. dollars, the coin or currency in which such Settlement Amount is to be paid;
(vii) whether the settlement of the Purchase Contracts of the series is to be in cash or by delivery of the Purchase Contract Property, or otherwise, and the method of exercise settlement of the Universal Warrants Purchase Contracts of the series;
(viii) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ix) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they the Purchase Contracts will be exercisablesettled, whether the settlement may be accelerated by the Corporation or the Holders thereof and, if so, the initial accelerated settlement date, the minimum number of Purchase Contracts that may be accelerated and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such acceleration;
(xix) whether the Warrant Certificates representing the Universal Warrants Purchase Contracts of the series will be in registered form ("“Registered Warrants"Purchase Contracts”) or bearer form ("“Bearer Warrants"Purchase Contracts”) or both;
(xix) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants Purchase Contracts of the series will be issued in global form ("Global Warrant Certificates") or definitive form ("Definitive Warrant Certificates") or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates Purchase Contracts in one form may be converted into or exchanged for Warrant Certificates Purchase Contracts in the other form;
(xiixi) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants Purchase Contracts of the series;
(xii) whether and on what terms the Purchase Contracts of the series may be separated from the other components of the Units of which the Purchase Contracts are a component;
(xiii) whether the Purchase Contracts of such series will be subject to redemption by the Corporation and, if so, the initial redemption date, the minimum number of Purchase Contracts that may be redeemed and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such redemption; and
(xiiixiv) any other terms of the Universal Warrants Purchase Contracts of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants Purchase Contracts of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's ’s Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants Purchase Contracts of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's ’s Certificate or in any such agreement supplemental hereto.
Appears in 1 contract
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer's ’s Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants of any series:
(i) the designation title of the Universal Warrants of the series, which shall distinguish the Universal Warrants of the series from the Universal Warrants of all other seriesWarrants;
(ii) any limit upon the designation and aggregate number of the Universal Warrants of the series that may be countersigned and delivered under this Agreement (except for Universal any Warrants countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants of the seriesWarrants);
(iii) the specific Warrant Property purchasable or salable upon exercise of the Universal Warrants of the series, and the amount thereof (or the method for determining the same);
(iv) the price at which the Universal Warrants of the series will be issued andand minimum denominations, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable;
(iv) the date on which the right to exercise the Warrants shall commence and the Expiration Date or, if the Warrants are not continuously exercisable throughout such period, the specific date or dates on which they will be exercisable (or, in either case, the method by which such date or dates shall be determined);
(v) whether the Universal Warrants of the series are warrants to purchase ("“call warrants"”) or the Warrant Property from the Issuer, warrants to sell ("“put warrants"”) the Warrant PropertyProperty to the Issuer, or otherwise;
(vi) the specific Warrant Property purchasable or salable upon exercise of the Warrants, and (A) with respect to Warrants to be settled by delivery of the Warrant Property, the amount thereof (or the method for determining the same), or (B) with respect to Warrants to be settled in cash, the formulas for determining the cash settlement value of the Warrants, and the circumstances, if any, under which a minimum and/or maximum expiration value is applicable upon the expiration of the Warrants;
(vii) the method of exercise of the Warrants (including the circumstances, if any, under which the Warrants may be deemed to be automatically exercised);
(viii) whether the exercise of the Warrants is to be cash-settled or by delivery of the Warrant Property or combination thereof;
(ix) if the Warrants are to be settled by delivery of the Warrant Property, the price at which and, if other than U.S. Dollarsdollars, the coin or currency or composite currency with which the Warrant Property may be purchased or sold upon exercise of the Universal Warrants of the series (or the method for determining the same);
(viix) whether if the exercise price for the Universal Warrants of the series may be paid in cash or by the exchange of any other security of the Company, or both, or otherwise, and the method of exercise of the Universal Warrants of the series;
(viii) whether the exercise of the Universal Warrants of the series is are to be settled in cash cash, if other than the coin or by delivery of the Warrant Property or both, or otherwise;
(ix) the date on currency in which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such perioddenominated, the specific date coin or dates currency in which payment of amounts due on which they will the Warrants shall be exercisable;
(x) whether the Warrant Certificates representing the Universal Warrants of the series will be in registered form ("Registered Warrants") or bearer form ("Bearer Warrants") or bothpayable;
(xi) if the Warrants are to be settled in cash, if the amounts payable under the Warrants are to be payable, at the election of the Issuer or a Warrantholder thereof, in a coin or currency other than that in which the Warrants are denominated, the period or periods within which, and the terms and conditions upon which, such elections may be made;
(xii) the minimum or maximum number of Warrants that may be exercised at any one time, if applicable;
(xiii) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants of the series will be issued in global form ("Global Warrant Certificates") Certificates or definitive form ("Definitive Warrant Certificates") Certificates or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates in one form may be converted into or exchanged for Warrant Certificates in the other formform and the Depositary for such Global Warrant Certificates;
(xiixiv) whether and under what circumstances the Issuer will pay additional amounts on the Warrants in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such Warrants rather than pay such additional amounts;
(xv) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants of the seriesWarrants; and
(xiiixvi) any other terms of the Universal Warrants of the series (which terms shall not be inconsistent with the provisions of this Agreement)Warrants.
(c) All Universal Warrants of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's ’s Certificate or in any such agreement supplemental hereto.
(d) At the direction of the Issuer, the Warrant Agent will establish the Warrant Property Account for the settlement of Warrant Property to be delivered to the Holders as set forth in section 2.03(b)(vii). Notwithstanding Section 2.03(b)(ii) hereof and unless otherwise expressly provided with respect to a series of Warrants, the aggregate number of Warrants may be increased and additional Warrants may be issued up to any maximum limit upon the aggregate number authorized with respect to such series as increased.
Appears in 1 contract
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants Purchase Contracts that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants Purchase Contracts may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, to rather than set forth in, in a Board Resolution, in an Officer's Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants Purchase Contracts of any series:
(i) the designation of the Universal Warrants Purchase Contracts of the series, which shall distinguish the Universal Warrants Purchase Contracts of the series from the Universal Warrants Purchase Contracts of all other series;
(ii) any limit upon the aggregate number of the Universal Warrants Purchase Contracts of the series that may be countersigned and delivered under this Agreement (except for Universal Warrants Purchase Contracts countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants Purchase Contracts of the series);
(iii) the specific Warrant Property purchasable or salable property (the "Purchase Contract Property") used to determine the amount payable upon exercise settlement of the Universal Warrants Purchase Contracts of the series, and the amount thereof of such property (or the method for determining the same);
(iv) whether the price at which the Universal Warrants Purchase Contracts of the series will be issued and, if other than U.S. dollars, provide for the coin purchase by the Corporation and the sale by the Holder or currency or composite currency in which such issue price will be payablethe sale by the Corporation and the purchase by the Holder of the Purchase Contract Property;
(v) whether in the Universal Warrants case of Purchase Contracts that obligate the series are warrants Corporation to purchase ("call warrants") or warrants sell, and the Holder to sell ("put warrants") purchase, Purchase Contract Property, the Warrant Property;
(vi) the price Purchase Price at which and, if other than U.S. Dollars, the coin or currency or composite currency with which the Warrant Purchase Contract Property may is to be purchased or sold by the Holder upon exercise settlement of the Universal Warrants Purchase Contracts of the series (or the method for determining the same);
(viivi) whether in the exercise price for case of Purchase Contracts that obligate the Universal Warrants Corporation to purchase, and the Holders to sell, Purchase Contract Property, the amount payable by the Corporation in settlement of the Purchase Contracts of the series may (or the method for determining the same) (the "Settlement Amount") and, if other than U.S. Dollars, the coin or currency or composite currency in which such Settlement Amount is to be paid in cash or by the exchange of any other security of the Company, or both, or otherwise, and paid;
(vii) the method of exercise settlement of the Universal Warrants Purchase Contracts of the series;
(viii) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ix) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they the Purchase Contracts will be exercisablesettled, whether the settlement may be accelerated by the Corporation or the Holders thereof and, if so, the initial accelerated settlement date, the minimum number of Purchase Contracts that may be accelerated and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such acceleration;
(xix) whether the Warrant Certificates representing the Universal Warrants of the series will be in registered form ("Registered Warrants") or bearer form ("Bearer Warrants") or both;
(xi) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants Purchase Contracts of the series will be issued in global form ("Global Warrant Certificates") or definitive form ("Definitive Warrant Certificates") or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates Purchase Contracts in one form may be converted into or exchanged for Warrant Certificates Purchase Contracts in the other form;
(xiix) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants Purchase Contracts of the series;
(xi) whether and on what terms the Purchase Contracts of the series may be separated from the other components of the Units of which the Purchase Contracts are a component;
(xii) whether the Purchase Contracts of such series will be subject to redemption by the Corporation and, if so, the initial redemption date, the minimum number of Purchase Contracts that may be redeemed and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such redemption; and
(xiii) any other terms of the Universal Warrants Purchase Contracts of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants Purchase Contracts of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants Purchase Contracts of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's Certificate or in any such agreement supplemental hereto.
Appears in 1 contract
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer's Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants of any series:
(i) the designation of the Universal Warrants of the series, which shall distinguish the Universal Warrants of the series from the Universal Warrants of all other series;
(ii) any limit upon the aggregate number of the Universal Warrants of the series that may be countersigned and delivered under this Agreement (except for Universal Warrants countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants of the series);
(iii) the specific Warrant Property purchasable or salable upon exercise of the Universal Warrants of the series, and the amount thereof (or the method for determining the same);
(iv) the price at which the Universal Warrants of the series will be issued and, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable;
(v) whether the Universal Warrants of the series are warrants to purchase ("call warrants") or warrants to sell ("put warrants") the Warrant Property;
(vi) the price at which and, if other than U.S. Dollars, the coin or currency or composite currency with which the Warrant Property may be purchased or sold upon exercise of the Universal Warrants of the series (or the method for determining the same);
(vii) whether the exercise price for the Universal Warrants of the series may be paid in cash or by the exchange of any other security of the Company, or both, or otherwise, and the method of exercise of the Universal Warrants of the series;
(viii) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ix) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they will be exercisable;
(x) whether the Warrant Certificates representing the Universal Warrants of the series will be in registered form ("Registered Warrants") or bearer form ("Bearer Warrants") or both;
(xi) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants of the series will be issued in global form ("Global Warrant Certificates") or definitive form ("Definitive Warrant Certificates") or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates in one form may be converted into or exchanged for Warrant Certificates in the other form;
(xii) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants of the series;
(xiii) whether the Universal Warrants of the series will be issued separately or together as a unit (a "Unit") with one or more other securities of the Company or any other person and, if the Universal Warrants of the series are to be issued as components of Units, whether and on what terms the Universal Warrants of the series may be separated from the other components of such Units prior to the Expiration Date of such Universal Warrants; and
(xiiixiv) any other terms of the Universal Warrants of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's Certificate or in any such agreement supplemental hereto.
Appears in 1 contract
Sources: Universal Warrant Agreement (Fleet Capital Trust Ix)
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants Purchase Contracts that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants Purchase Contracts may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, to rather than set forth in, in a Board Resolution, in an Officer's Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants Purchase Contracts of any series:
(i) the designation of the Universal Warrants Purchase Contracts of the series, which shall distinguish the Universal Warrants Purchase Contracts of the series from the Universal Warrants Purchase Contracts of all other series;
(ii) any limit upon the aggregate number of the Universal Warrants Purchase Contracts of the series that may be countersigned and delivered under this Agreement (except for Universal Warrants Purchase Contracts countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants Purchase Contracts of the series);
(iii) the specific Warrant Property purchasable or salable property (the "Purchase Contract Property") used to determine the amount payable upon exercise settlement of the Universal Warrants Purchase Contracts of the series, and the amount thereof of such property (or the method for determining the same);
(iv) whether the price at which the Universal Warrants Purchase Contracts of the series will be issued and, if other than U.S. dollars, provide for the coin purchase by the Corporation and the sale by the Holder or currency or composite currency in which such issue price will be payablethe sale by the Corporation and the purchase by the Holder of the Purchase Contract Property;
(v) whether in the Universal Warrants case of Purchase Contracts that obligate the series are warrants Corporation to purchase ("call warrants") or warrants sell, and the Holder to sell ("put warrants") purchase, Purchase Contract Property, the Warrant Property;
(vi) the price Purchase Price at which and, if other than U.S. Dollars, the coin or currency or composite currency with which the Warrant Purchase Contract Property may is to be purchased or sold by the Holder upon exercise settlement of the Universal Warrants Purchase Contracts of the series (or the method for determining the same);
(vii) and whether the exercise price Purchase Price for the Universal Warrants of the series such Purchase Contracts may be paid in cash or by the exchange of any other security of the CompanyCorporation, or both, or otherwise;
(vi) in the case of Purchase Contracts that obligate the Corporation to purchase, and the Holders to sell, Purchase Contract Property, the Settlement Amount for the Purchase Contracts of the series (or the method for determining the same) and, if other than U.S. Dollars, the coin or currency or composite currency in which such Settlement Amount is to be paid;
(vii) whether the settlement of the Purchase Contracts of the series is to be in cash or by delivery of the Purchase Contract Property, or otherwise, and the method of exercise settlement of the Universal Warrants Purchase Contracts of the series;
(viii) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ix) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they the Purchase Contracts will be exercisablesettled, whether the settlement may be accelerated by the Corporation or the Holders thereof and, if so, the initial accelerated settlement date, the minimum number of Purchase Contracts that may be accelerated and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such acceleration;
(xix) whether the Warrant Certificates representing the Universal Warrants Purchase Contracts of the series will be in registered form ("Registered WarrantsPurchase Contracts") or bearer form ("Bearer WarrantsPurchase Contracts") or both;
(xix) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants Purchase Contracts of the series will be issued in global form ("Global Warrant Certificates") or definitive form ("Definitive Warrant Certificates") or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates Purchase Contracts in one form may be converted into or exchanged for Warrant Certificates Purchase Contracts in the other form;
(xiixi) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants Purchase Contracts of the series;
(xii) whether and on what terms the Purchase Contracts of the series may be separated from the other components of the Units of which the Purchase Contracts are a component;
(xiii) whether the Purchase Contracts of such series will be subject to redemption by the Corporation and, if so, the initial redemption date, the minimum number of Purchase Contracts that may be redeemed and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such redemption; and
(xiiixiv) any other terms of the Universal Warrants Purchase Contracts of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants Purchase Contracts of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants Purchase Contracts of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's Certificate or in any such agreement supplemental hereto.
Appears in 1 contract
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer's ’s Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants of any series:
(i) the designation title of the Universal Warrants of the series, which shall distinguish the Universal Warrants of the series from the Universal Warrants of all other seriesWarrants;
(ii) any limit upon the designation and aggregate number of the Universal Warrants of the series that may be countersigned and delivered under this Agreement (except for Universal any Warrants countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants of the seriesWarrants);
(iii) the specific Warrant Property purchasable or salable upon exercise of the Universal Warrants of the series, and the amount thereof (or the method for determining the same);
(iv) the price at which the Universal Warrants of the series will be issued andand minimum denominations, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable;
(iv) the date on which the right to exercise the Warrants shall commence and the Expiration Date or, if the Warrants are not continuously exercisable throughout such period, the specific date or dates on which they will be exercisable (or, in either case, the method by which such date or dates shall be determined);
(v) whether the Universal Warrants of the series are warrants to purchase ("“call warrants"”) or the Warrant Property from the Issuer, warrants to sell ("“put warrants"”) the Warrant PropertyProperty to the Issuer, or otherwise;
(vi) the specific Warrant Property purchasable or salable upon exercise of the Warrants, and (A) with respect to Warrants to be settled by delivery of the Warrant Property, the amount thereof (or the method for determining the same), or (B) with respect to Warrants to be settled in cash, the formulas for determining the cash settlement value of the Warrants, and the circumstances, if any, under which a minimum and/or maximum expiration value is applicable upon the expiration of the Warrants;
(vii) the method of exercise of the Warrants (including the circumstances, if any, under which the Warrants may be deemed to be automatically exercised);
(viii) whether the exercise of the Warrants is to be cash-settled or by delivery of the Warrant Property or combination thereof;
(ix) if the Warrants are to be settled by delivery of the Warrant Property, the price at which and, if other than U.S. Dollarsdollars, the coin or currency or composite currency with which the Warrant Property may be purchased or sold upon exercise of the Universal Warrants of the series (or the method for determining the same);
(viix) whether if the exercise price for the Universal Warrants of the series may be paid in cash or by the exchange of any other security of the Company, or both, or otherwise, and the method of exercise of the Universal Warrants of the series;
(viii) whether the exercise of the Universal Warrants of the series is are to be settled in cash cash, if other than the coin or by delivery of the Warrant Property or both, or otherwise;
(ix) the date on currency in which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such perioddenominated, the specific date coin or dates currency in which payment of amounts due on which they will the Warrants shall be exercisable;
(x) whether the Warrant Certificates representing the Universal Warrants of the series will be in registered form ("Registered Warrants") or bearer form ("Bearer Warrants") or bothpayable;
(xi) if the Warrants are to be settled in cash, if the amounts payable under the Warrants are to be payable, at the election of the Issuer or a Warrantholder thereof, in a coin or currency other than that in which the Warrants are denominated, the period or periods within which, and the terms and conditions upon which, such elections may be made;
(xii) the minimum or maximum number of Warrants that may be exercised at any one time, if applicable;
(xiii) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants of the series will be issued in global form ("Global Warrant Certificates") Certificates or definitive form ("Definitive Warrant Certificates") Certificates or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates in one form may be converted into or exchanged for Warrant Certificates in the other formform and the Depositary for such Global Warrant Certificates;
(xiixiv) whether and under what circumstances the Issuer will pay additional amounts on the Warrants in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such Warrants rather than pay such additional amounts;
(xv) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants of the seriesWarrants; and
(xiiixvi) any other terms of the Universal Warrants of the series (which terms shall not be inconsistent with the provisions of this Agreement)Warrants.
(c) All Universal Warrants of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's ’s Certificate or in any such agreement supplemental hereto. Notwithstanding Section 2.03(b)(ii) hereof and unless otherwise expressly provided with respect to a series of Warrants, the aggregate number of Warrants may be increased and additional Warrants may be issued up to any maximum limit upon the aggregate number authorized with respect to such series as increased.
Appears in 1 contract
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants may be issued in one or more seriesseries and, unless prior written approval of the Warrant Agent is obtained, such approval not to be unreasonably withheld, shall be issued in book-entry form. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer's ’s Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants of any series:
(i) the designation of the Universal Warrants of the series, which shall distinguish the Universal Warrants of the series from the Universal Warrants of all other series;
(ii) any limit upon the aggregate number of the Universal Warrants of the series that may be countersigned and delivered under this Agreement (except for Universal disregarding any Warrants countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants of the series);
(iii) the money payable or receivable or the specific Warrant Property purchasable or salable upon exercise of the Universal Warrants of the series, and the amount thereof (or the method for determining the same);
(iv) the price at which the Universal Warrants of the series will be issued and, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable;
(v) whether the Universal Warrants of the series are warrants to purchase ("including warrants that may be settled by means of net cash settlement or cashless exercise) (“call warrants"”) or warrants to sell ("including warrants that may be settled by means of net cash settlement or cashless exercise) (“put warrants"”) the Warrant Property;
(vi) the price at which and, if other than U.S. Dollarsdollars, the coin or currency or composite currency with which the Warrant Property may be purchased or sold upon exercise of the Universal Warrants of the series (or the method for determining the same);
(vii) the period or periods within which, the price or prices at which and the terms and conditions upon which the Warrants of the series may be redeemed, in whole or in part, at the option of the Bank and, if other than by a Board Resolution, the manner in which any election by the Bank to redeem the Warrants shall be evidenced;
(viii) whether the exercise price for the Universal Warrants of the series may be paid in cash or by the exchange of the Warrants or any other security of the Companyor other property, or both, or otherwiseany combination thereof, and the method of exercise of the Universal Warrants of the series;
(viiiix) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ixx) the terms by which (A) in the case of call warrants, all funds in payment for the exercise of Warrants shall be delivered to the Bank and the Bank shall deliver the Warrant Property or (B) in the case of put warrants, the Warrant Property shall be delivered to the Bank in exchange for the funds delivered by the Bank;
(xi) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "“Expiration Date"”) on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they will be exercisable;
(xxii) whether the Warrant Certificates representing the Universal Warrants of the series will be in registered form ("Registered Warrants") or bearer form ("Bearer Warrants") or both;
(xi) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants of the series will be issued in global form ("“Global Warrant Certificates"”) or definitive form ("“Definitive Warrant Certificates") or both”), and whether and on what terms (if different from those set forth herein) Warrant Certificates in one form may be converted into or exchanged for Warrant Certificates in the other form;
(xiixiii) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants of the series;
(xiv) whether the Warrants of the series will be issued separately or together as a unit (a “Unit”) with one or more other securities of the Bank or any other person and, if the Warrants of the series are to be issued as components of Units, whether and on what terms the Warrants of the series may be separated from the other components of such Units prior to the Expiration Date of such Warrants; and
(xiiixv) any other terms of the Universal Warrants of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's ’s Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's ’s Certificate or in any such agreement supplemental hereto.
Appears in 1 contract
Sources: Warrant Agreement (Deutsche Bank Aktiengesellschaft)
Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants Purchase Contracts that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants Purchase Contracts may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, to rather than set forth in, in a Board Resolution, in an Officer's Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants Purchase Contracts of any series:
(i) the designation of the Universal Warrants Purchase Contracts of the series, which shall distinguish the Universal Warrants Purchase Contracts of the series from the Universal Warrants Purchase Contracts of all other series;
(ii) any limit upon the aggregate number of the Universal Warrants Purchase Contracts of the series that may be countersigned and delivered under this Agreement (except for Universal Warrants Purchase Contracts countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants Purchase Contracts of the series);
(iii) the specific Warrant Property purchasable or salable property (the "Purchase Contract Property") used to determine the amount payable upon exercise settlement of the Universal Warrants Purchase Contracts of the series, and the amount thereof of such property (or the method for determining the same);
(iv) whether the price at which the Universal Warrants Purchase Contracts of the series will be issued and, if other than U.S. dollars, provide for the coin purchase by the Corporation and the sale by the Holder or currency or composite currency in which such issue price will be payablethe sale by the Corporation and the purchase by the Holder of the Purchase Contract Property;
(v) whether in the Universal Warrants case of Purchase Contracts that obligate the series are warrants Corporation to purchase ("call warrants") or warrants sell, and the Holder to sell ("put warrants") purchase, Purchase Contract Property, the Warrant Property;
(vi) the price Purchase Price at which and, if other than U.S. Dollars, the coin or currency or composite currency with which the Warrant Purchase Contract Property may is to be purchased or sold by the Holder upon exercise settlement of the Universal Warrants Purchase Contracts of the series (or the method for determining the same);
(vii) and whether the exercise price Purchase Price for the Universal Warrants of the series such Purchase Contracts may be paid in cash or by the exchange of any other security of the CompanyCorporation, or both, or otherwise;
(vi) in the case of Purchase Contracts that obligate the Corporation to purchase, and the Holders to sell, Purchase Contract Property, the Settlement Amount for the Purchase Contracts of the series (or the method for determining the same) and, if other than U.S. Dollars, the coin or currency in which such Settlement Amount is to be paid;
(vii) whether the settlement of the Purchase Contracts of the series is to be in cash or by delivery of the Purchase Contract Property, or otherwise, and the method of exercise settlement of the Universal Warrants Purchase Contracts of the series;
(viii) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ix) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "Expiration Date") on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they the Purchase Contracts will be exercisablesettled, whether the settlement may be accelerated by the Corporation or the Holders thereof and, if so, the initial accelerated settlement date, the minimum number of Purchase Contracts that may be accelerated and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such acceleration;
(xix) whether the Warrant Certificates representing the Universal Warrants Purchase Contracts of the series will be in registered form ("Registered WarrantsPurchase Contracts") or bearer form ("Bearer WarrantsPurchase Contracts") or both;
(xix) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants Purchase Contracts of the series will be issued in global form ("Global Warrant Certificates") or definitive form ("Definitive Warrant Certificates") or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates Purchase Contracts in one form may be converted into or exchanged for Warrant Certificates Purchase Contracts in the other form;
(xiixi) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants Purchase Contracts of the series;
(xii) whether and on what terms the Purchase Contracts of the series may be separated from the other components of the Units of which the Purchase Contracts are a component;
(xiii) whether the Purchase Contracts of such series will be subject to redemption by the Corporation and, if so, the initial redemption date, the minimum number of Purchase Contracts that may be redeemed and the minimum number of Purchase Contracts greater than zero that must remain Outstanding immediately following such redemption; and
(xiiixiv) any other terms of the Universal Warrants Purchase Contracts of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants Purchase Contracts of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants Purchase Contracts of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's Certificate or in any such agreement supplemental hereto.
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Number Unlimited; Issuable in Series. (a) The aggregate number of Universal Warrants that may be delivered under this Agreement is unlimited.
(b) The Universal Warrants may be issued by the Issuer, directly or through any of its branches, in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer's ’s Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Universal Warrants of any series:
(i) the designation of the Universal Warrants of the series, which shall distinguish the Universal Warrants of the series from the Universal Warrants of all other series;
(ii) any limit upon the aggregate number of the Universal Warrants of the series that may be countersigned and delivered under this Agreement (except for Universal Warrants countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Universal Warrants of the series);
(iii) the specific Warrant Property purchasable or salable upon exercise of the Universal Warrants of the series, and the amount thereof (or the method for determining the same);
(iv) the price at which the Universal Warrants of the series will be issued and, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable;
(viv) whether the Universal Warrants of the series are warrants to purchase ("“call warrants"”) or warrants to sell ("“put warrants"”) the Warrant Property;
(v) the specific Warrant Property purchasable or salable upon exercise of the Universal Warrants of the series, and the amount thereof (or the method for determining the same);
(vi) the price at which and, if other than U.S. Dollarsdollars, the coin or currency or composite currency with which the Warrant Property may be purchased or sold upon exercise of the Universal Warrants of the series (or the method for determining the same);
(vii) whether the exercise price for the Universal Warrants of the series may be paid in cash or by the exchange of any other security of the Companysecurity, or both, or otherwise, and the method of exercise of the Universal Warrants of the seriesseries (including the circumstances, if any, under which the Universal Warrants may be deemed to be automatically exercised);
(viii) whether the exercise of the Universal Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;
(ix) the date on which the right to exercise the Universal Warrants of the series shall commence and the date (the "“Expiration Date"”) on which such right shall expire or, if the Universal Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they will be exercisable;
(x) the minimum or maximum number of Universal Warrants of the series that may be exercised at any one time, if applicable;
(xi) the designation and terms of the securities with which Universal Warrants of the series are issued and the number of Universal Warrants of the series issued with such securities, if applicable;
(xii) the date on and after which such Universal Warrants of the series and the related securities will be separately transferable, if applicable;
(xiii) whether the Warrant Certificates representing the Universal Warrants of the series will be in registered form ("“Registered Warrants"”) or bearer form ("“Bearer Warrants"”) or both;
(xixiv) whether the Warrant Certificates evidencing any Registered Warrants or Bearer Warrants of the series will be issued in global form ("“Global Warrant Certificates"”) or definitive form ("“Definitive Warrant Certificates"”) or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates in one form may be converted into or exchanged for Warrant Certificates in the other formform and the Depositary (as defined below) for such Global Warrant Certificates;
(xiixv) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Universal Warrants of the series; and
(xiiixvi) any other terms of the Universal Warrants of the series (which terms shall not be inconsistent with the provisions of this Agreement).
(c) All Universal Warrants of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer's ’s Certificate referred to above or as set forth in any such agreement supplemental hereto. All Universal Warrants of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer's ’s Certificate or in any such agreement supplemental hereto.
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