Common use of Obligations with Respect to Transfers and Exchanges of Warrant Certificates Clause in Contracts

Obligations with Respect to Transfers and Exchanges of Warrant Certificates. (i) To permit registrations of transfers and exchanges, the Company shall execute Warrant Certificates as required pursuant to the provisions of this Section 2.4. (ii) All Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered upon such registration of transfer or exchange. (iii) Prior to due presentment for registration of transfer of any Warrant Certificate, the Company may deem and treat the Person in whose name such Warrant Certificate is registered as the absolute owner of such Warrant Certificate and the Company shall not be affected by notice to the contrary. (iv) No service charge shall be made to a Holder for any registration of transfer or exchange upon surrender of any Warrant Certificate. However, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. (v) Upon any sale or transfer of Warrant Certificates pursuant to an effective registration statement under the Securities Act, pursuant to Rule 144 under the Securities Act or pursuant to an opinion of counsel reasonably satisfactory to the Company that no legend is required, the Company shall permit the Holder thereof to exchange such Warrant Certificates for new Warrant Certificates not bearing the legend set forth in Section 8.1 and shall rescind any restriction on the transfer of such new Warrant Certificates.

Appears in 2 contracts

Sources: Senior Subordinated Note Purchase Agreement (New York Restaurant Group Inc), Senior Subordinated Note Purchase Agreement (Smith & Wollensky Restaurant Group Inc)