Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrants, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof. (ii) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange. (iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made. (iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate. (v) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositary. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 4 contracts
Sources: Warrant Agreement, Warrant Agreement (Lear Corp), Warrant Agreement (Lear Corp)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, in accordance with the provisions of Sections 3 and 4 hereof and this ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Certificates, as required pursuant to the provisions of this Section 6 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof4.
(ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants Holder represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b, including, without limitation, for the purposes of (a) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled giving notices with respect to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement(b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(viv) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 20 15 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed substantially in the form of assignment), attached as Exhibit B hereto duly signed by the holder Holder thereof or by the duly appointed legal representative thereof or by a his attorney, duly authorized attorneyin writing, such signature to be guaranteed by an eligible guarantor institution a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the extent required by the Warrant Agent or the DepositaryAgent. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
(v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.
Appears in 4 contracts
Sources: Warrant Agreement (Tidewater Inc), Warrant Agreement (Tidewater Inc), Warrant Agreement (Gulfmark Offshore Inc)
Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, in accordance with the provisions of Sections 3 and 4 hereof and this ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Certificates, as required pursuant to the provisions of this Section 6 and for the purpose of any distribution of additional 5.
(b) All Global Warrant Certificates contemplated by Section 12 hereof.
(ii) All Book-Entry or Direct Registration Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(ivc) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or registered holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b, including, without limitation, for the purposes of (i) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled giving notices with respect to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement(ii) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent foregoing or anything else in this Agreement to the Companycontrary, the Warrant Agent or any agent Depository, as a registered holder of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished Warrants represented by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(v) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a registered holder of Warrants at is entitled to give or take under this Agreement.
(d) A party requesting transfer of Warrants must provide any evidence of authority that may be reasonably required by the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”)Agent, duly endorsedincluding but not limited to, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by guarantee from an eligible guarantor institution to the extent required participating in a signature guarantee program approved by the Securities Transfer Association.
(e) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the Depositary. Upon any such registration duty to receive, issue or transfer shares of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transfereeCommon Stock.
Appears in 4 contracts
Sources: Warrant Agreement (Unit Corp), Warrant Agreement, Warrant Agreement (Walter Investment Management Corp)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, either by manual or facsimile signature, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for 4, Warrant Certificates, as required pursuant to the purpose provisions of any distribution of additional Global Warrant Certificates contemplated by this Section 12 hereof4.
(ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants Holder represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b, including, without limitation, for the purposes of (a) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled giving notices with respect to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement(b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(viv) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Holder thereof, at the Warrant Agent Office referred to in Section 20 hereof designated for such purpose (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (substantially in the form attached as Exhibit B-1 or with respect to a Book-Entry WarrantB-2, only such completed form of assignment)as the case may be, hereto duly signed by the holder Holder thereof or by the duly appointed legal representative thereof or by a his attorney, duly authorized attorneyin writing, such signature to be guaranteed by an eligible guarantor institution a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the extent required by the Warrant Agent or the DepositaryAgent. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
(v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of Common Stock.
Appears in 3 contracts
Sources: Warrant Agreement (Tidewater Inc), Creditor Warrant Agreement, Creditor Warrant Agreement (Tidewater Inc)
Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantsauthorized, in accordance with the provisions of Sections 3 and 4 hereof Section 3.4 and this Section 6 Article VI, to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 8.2 or additional Global Warrant Certificates contemplated by Section 12 hereof.Article V.
(iib) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iiic) No service charge shall be made to a holder of Warrants Holder for any registration, transfer or exchange of a Series B Warrant, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(ivd) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Series B Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b6.1(b) and 6(f(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate Beneficial Holders will not be entitled to have any Series B Warrants registered in their names, and will not receive or under no circumstances be entitled to receive physical delivery of any such Series B Warrants and will not be considered the owners or holders Registered Holder thereof under the Series B Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Series B Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(ve) Subject to Sections 6(b6.1(b), (c) and (d) hereof ), and this Section 6(h)6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any Book-Entry outstanding Series B Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, if applicable, representing such Series B Warrants at the Warrant Agent Office referred to Agent's office as set forth in Section 20 hereof (the “Warrant Agent Office”)9.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignmentassignment substantially in the form of Exhibit C hereto), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a participant in the Canadian Schedule 1 chartered bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP), a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP) or an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the extent required by the Warrant Agent or the DepositarySecurities Exchange Act of 1934, as amended. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 2 contracts
Sources: Common Stock Warrant Agreement (Kingsway Financial Services Inc), Common Stock Warrant Agreement (Kingsway Financial Services Inc)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrants, in accordance with the provisions of Sections 3 Section 4 and 4 Section 5 hereof and this Section 6 7 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 13 hereof.
(ii) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(bSection 7(b) and 6(fSection 7(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry WarrantsWarrant, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(viv) Subject to Sections 6(bSection 7(b), (cSection 7(c) and (dSection 7(d) hereof and this Section 6(h7(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, Certificates representing such Warrants at the Warrant Agent Office referred to in Section 20 22 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the DepositaryDepository. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 2 contracts
Sources: Warrant Agreement (New Media Investment Group Inc.), Warrant Agreement (New Media Investment Group Inc.)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, either by manual or facsimile signature, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for 4, Warrant Certificates, as required pursuant to the purpose provisions of any distribution of additional Global Warrant Certificates contemplated by this Section 12 hereof4.
(ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants Holder represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b, including, without limitation, for the purposes of (a) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled giving notices with respect to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement(b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding .
(iv) The Warrant Agent shall register the foregoing, nothing herein shall prevent transfer of any outstanding Warrants in the Company, Warrant Register at the Warrant Agent or any agent of Office designated for such purpose (the Company or the “Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
Office”) upon (va) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer (b) if applicable, surrender of any Book-Entry Warrants in the Warrant Register and the transfer of any Global duly endorsed Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”), duly endorsedWarrants, and accompanied by (c) receipt of a completed form of assignment (or with respect to a Book-Entry Warrantduly authorized in writing substantially in the form attached as Exhibit B hereto, only such completed form of assignment)as the case may be, duly signed by the holder Holder thereof or by the duly appointed legal representative thereof or by a duly authorized such ▇▇▇▇▇▇’s attorney, such signature to be guaranteed by an eligible guarantor institution a participant in a Medallion Signature Guarantee Program at a guarantee level reasonably acceptable to the extent required by the Warrant Agent or the DepositaryAgent. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
(v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of Common Stock.
Appears in 2 contracts
Sources: Creditor Warrant Agreement (PHI Group, Inc./De), Creditor Warrant Agreement (PHI Group, Inc./De)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrants, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof.
(iia) All Book-Entry Certificated Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants surrendered upon such registration of transfer Transfer or exchange.
(iii) . No service charge shall be made to a holder of Warrants Registered Holder for any registration, transfer or exchange of any Certificated Warrants or Direct Registration Warrants, but the Company or the Warrant Agent may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder Registered Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall forward any such sum collected by it to the Company or to such persons as the Company shall specify by written notice. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence it is satisfied that all such taxes and/or charges have been madepaid.
(ivb) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may shall be treated considered by the Company, the Warrant Agent Agent, and any agent of the Company or the Warrant Agent as the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent Agent, or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy proxy, or other authorization furnished by the Depository Depositary or impair the operation of customary practices of the Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(vc) Subject to Sections 6(b), (cSection 6.1(c) and (d) hereof and this Section 6(h)6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositary. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.,
Appears in 2 contracts
Sources: Warrant Agreement (Midstates Petroleum Company, Inc.), Warrant Agreement (Midstates Petroleum Company, Inc.)
Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantsauthorized, in accordance with the provisions of Sections 3 and 4 hereof Section 2.3 and this Section 6 Article 5, to countersign such Warrant Certificates, either manually or by facsimile signature, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article 5 and for the purpose of any distribution of additional Global new Warrant Certificates contemplated by Section 12 hereof4.2 or additional Warrant Certificates contemplated by Article 6.
(iib) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iiic) No service charge shall be made to imposed upon a holder of Warrants Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(ivd) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(bSection 5.1(a) and 6(fSection 5.1(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate Beneficial Holders will not be entitled to have any Warrants registered in their names, and will not receive or under no circumstances be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders Registered Holder thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(ve) Subject to Sections 6(bSection 5.1(a), (cSection 5.1(c) and (dSection 5.1(d) hereof and this Section 6(h)5.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, if applicable, representing such Warrants at the Warrant Agent Office referred to as set forth in Section 20 hereof (the “Warrant Agent Office”)8.3, duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit C attached hereto (or with respect to a Book-Entry Warrant, only such completed form of assignmentassignment substantially in the form of Exhibit C attached hereto), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to a participant in the extent required by Securities Transfer Agent Medallion Program, the Warrant Agent Stock Exchanges Medallion Program or the DepositaryNew York Stock Exchange, Inc. Medallion Signature Program. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee for the Warrants so transferred (and, if any Warrants are not transferred to the transferee, to the transferor for the Warrants remaining registered in the transferor’s name).
Appears in 2 contracts
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrants, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof.
(iia) All Book-Entry Certificated Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants surrendered upon such registration of transfer Transfer or exchange.
(iii) . No service charge shall be made to a holder of Warrants Registered Holder for any registration, transfer or exchange of any Certificated Warrants or Direct Registration Warrants, but the Company or the Warrant Agent may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder Registered Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall forward any such sum collected by it to the Company or to such persons as the Company shall specify by written notice. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence it is satisfied that all such taxes and/or charges have been madepaid.
(ivb) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may shall be treated considered by the Company, the Warrant Agent Agent, and any agent of the Company or the Warrant Agent as the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent Agent, or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy proxy, or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(vc) Subject to Sections 6(b6.1 (c), (c) and (d) hereof and this Section 6(h)6.2, the Warrant Agent shall,
(ii) in the case of Certificated Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Certificated Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of delivery by the Global Warrant CertificatesRegistered Holder thereof, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (Agent’s office designated for such purpose, of the “Warrant Agent Office”)Certificate representing such Certificated Warrants, properly completed and duly endorsedendorsed for transfer, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature endorsement to be guaranteed by an eligible guarantor institution a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the extent required by the Warrant Agent or the Depositary. Upon Agent; and upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 2 contracts
Sources: Warrant Agreement (Eagle Bulk Shipping Inc.), Warrant Agreement (Genco Shipping & Trading LTD)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, in accordance with the provisions of Sections 3 and Section 4 hereof and this ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Section 6 7 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 13 or Section 14 hereof.
(ii) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(bSection 7(b) and 6(fSection 7(f) hereof hereof, upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(v) Subject to Sections 6(bSection 7(b), (c) and (dSection 7(c), Section 7(d) hereof and this Section 6(h7(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, if applicable, representing such Warrants at the Warrant Agent Office referred to in Section 20 23 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignmentassignment substantially in the form attached as Exhibit C hereto), duly signed by the holder thereof or by the duly appointed legal representative thereof or by a his attorney, duly authorized attorneyin writing, such signature to be guaranteed by an eligible guarantor institution a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the extent required by the Warrant Agent or the DepositaryCompany’s transfer agent. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 2 contracts
Sources: Assumption Agreement (Consolidated Communications Holdings, Inc.), Warrant Agreement (Fairpoint Communications Inc)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrants, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof.
(ii) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry WarrantsWarrant, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(viv) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, Certificates representing such Warrants at the Warrant Agent Office referred office designated for such purpose, which shall be located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other location in the United States as the Warrant Agent shall determine; provided that the Warrant Agent provides written notice of such determination to in Section 20 hereof the Company and the Warrant holders (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositary. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 2 contracts
Sources: Warrant Agreement (Visteon Corp), Warrant Agreement (Visteon Corp)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, either by manual, facsimile or electronic signature, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for 4, Warrant Certificates, as required pursuant to the purpose provisions of any distribution of additional Global Warrant Certificates contemplated by this Section 12 hereof4.
(ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants Holder represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b, including, without limitation, for the purposes of (a) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled giving notices with respect to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement(b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding .
(iv) The Warrant Agent shall register the foregoing, nothing herein shall prevent transfer of any outstanding Warrants in the Company, Warrant Register at the Warrant Agent or any agent of office designated for such purpose (the Company or the “Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
Office”) upon (va) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer (b) if applicable, surrender of any Book-Entry Warrants in the Warrant Register and the transfer of any Global duly endorsed Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”), duly endorsedWarrants, and accompanied by (c) receipt of a completed form of assignment (or with respect to a Book-Entry Warrantduly authorized in writing substantially in the form attached as Exhibit C hereto, only such completed form of assignment)as the case may be, duly signed by the holder Holder thereof or by the duly appointed legal representative thereof or by a duly authorized such ▇▇▇▇▇▇’s attorney, such signature to be guaranteed accompanied by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositarya Signature Guarantee. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
(v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer Warrant Shares.
Appears in 2 contracts
Sources: Warrant Agreement (Hornbeck Offshore Services Inc /La), Creditor Warrant Agreement (Hornbeck Offshore Services Inc /La)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for the purpose of any distribution of additional 4, Global Warrant Certificates contemplated by Certificates, as required pursuant to the provisions of this Section 12 hereof4.
(ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants Holder represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b, including, without limitation, for the purposes of (a) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled giving notices with respect to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement(b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(viv) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 20 15 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed substantially in the form of assignment), attached as Exhibit B hereto duly signed by the holder Holder thereof or by the duly appointed legal representative thereof or by a his attorney, duly authorized attorneyin writing, such signature to be guaranteed by an eligible guarantor institution a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the extent required by the Warrant Agent or the DepositaryAgent. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
(v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.
Appears in 2 contracts
Sources: Warrant Agreement, Warrant Agreement
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized shall countersign, either by manual or facsimile signature, Global Warrants and Definitive Warrants as required pursuant to countersign the provisions of Section 2.02 and this Section 2.04. A transferor of a Global Warrant Certificates and or a Definitive Warrant shall deliver to the Warrant Agent is hereby a written instruction of transfer in form reasonably satisfactory to the Warrant Agent, duly executed by the Holder thereof or by his attorney, duly authorized in writing. Additionally, prior to register Book-Entry Warrantsregistration of any transfer or exchange of a Warrant, the requirements for the Warrant issued upon such transfer or exchange to be issued in a name other than the registered Holder shall be met. Such requirements include, inter alia, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (at a guarantee level reasonably acceptable to the Company’s transfer agent), and any other reasonable evidence of authority that may be required by the Warrant Agent. Upon satisfaction of the conditions in this clause (i), the Warrant Agent shall, in accordance with such instructions, register the provisions transfer or exchange of Sections 3 and 4 hereof and this Section 6 and for the purpose of any distribution of additional relevant Global Warrant Certificates contemplated by Section 12 hereofor Definitive Warrant.
(ii) All Book-Entry Warrants and Global Warrant Certificates issued upon No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment from a Holder of a sum sufficient to cover any transfer tax, assessments or similar governmental charge payable in connection therewith. The Warrant Agent shall have no duty or obligation under any Section of this Agreement requiring the payment of taxes, assessments, and/or governmental charges unless and until the Warrant Agent is satisfied that all such taxes, assessments, and/or governmental charges have been paid.
(iii) All Warrants issued upon any transfer or exchange pursuant to the terms of Book-Entry Warrants or Global Warrant Certificates this Agreement shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(v) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositary. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 2 contracts
Sources: Warrant Agreement (Contura Energy, Inc.), Warrant Agreement (Contura Energy, Inc.)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantsauthorized, in accordance with the provisions of Sections 3 and 4 hereof Section 3.4 and this Section 6 Article VI, to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 7.2 or additional Global Warrant Certificates contemplated by Section 12 hereof.Article V.
(ii) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants Holder for any registration, transfer or exchange exchange, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(bSection 6.1(b) and 6(fSection 6.1(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate Beneficial Holders will not be entitled to have any Warrants registered in their names, and will not receive or under no circumstances be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders Registered Holder thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(v) Subject to Sections 6(bSection 6.1(b), (c) and (d) hereof Section 6.1(c), Section 6.1(d), and this Section 6(h)6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants at delivery to the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”)Agent, duly endorsedat its office designated for such purpose, and accompanied by of a properly completed form of assignment (or with respect to a Book-Entry Warrant, only such completed substantially in the form of assignment)Exhibit C hereto, duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program and, in the case of a transfer of a Global Warrant Certificate, upon surrender to the extent required by the Warrant Agent or the Depositaryof such Global Warrant Certificate, duly endorsed. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 2 contracts
Sources: Warrant Agreement (Charter Communications Inc /Mo/), Warrant Agreement (Charter Communications Inc /Mo/)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, either by manual or facsimile signature, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for 4, Warrant Certificates, as required pursuant to the purpose provisions of any distribution of additional Global Warrant Certificates contemplated by this Section 12 hereof4.
(ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants Holder represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b, including, without limitation, for the purposes of (a) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled giving notices with respect to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement(b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding .
(iv) The Warrant Agent shall register the foregoing, nothing herein shall prevent transfer of any outstanding Warrants in the Company, Warrant Register at the Warrant Agent or any agent of Office designated for such purpose (the Company or the “Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
Office”) upon (va) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer (b) if applicable, surrender of any Book-Entry Warrants in the Warrant Register and the transfer of any Global duly endorsed Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”), duly endorsedWarrants, and accompanied by (c) receipt of a completed form of assignment (or with respect to a Book-Entry Warrantduly authorized in writing substantially in the form attached as Exhibit B hereto, only such completed form of assignment)as the case may be, duly signed by the holder Holder thereof or by the duly appointed legal representative thereof or by a duly authorized such Holder’s attorney, such signature to be guaranteed by an eligible guarantor institution a participant in a Medallion Signature Guarantee Program at a guarantee level reasonably acceptable to the extent required by the Warrant Agent or the DepositaryAgent. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
(v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of Common Stock.
Appears in 2 contracts
Sources: Creditor Warrant Agreement (PHI Group, Inc./De), Equity Holder Warrant Agreement (PHI Group, Inc./De)
Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantsauthorized, in accordance with the provisions of Sections 3 and 4 hereof Section 3.4 and this Section 6 Article VI , to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 8.2 or additional Global Warrant Certificates contemplated by Section 12 hereof.Article V.
(iib) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iiic) No service charge shall be made to a holder of Warrants Holder for any registration, transfer or exchange of a Warrant, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(ivd) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b6.1(b) and 6(f(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate Beneficial Holders will not be entitled to have any Warrants registered in their names, and will not receive or under no circumstances be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders Registered Holder thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(ve) Subject to Sections 6(b6.1(b), (c) and (d) hereof ), and this Section 6(h)6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, if applicable, representing such Warrants at the Warrant Agent Office referred to Agent’s office as set forth in Section 20 hereof (the “Warrant Agent Office”)9.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignmentassignment substantially in the form of Exhibit C hereto), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to a participant in the extent required by Securities Transfer Agent Medallion Program, the Warrant Agent Stock Exchanges Medallion Program or the DepositaryNew York Stock Exchange, Inc. Medallion Signature Program. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 2 contracts
Sources: Common Stock Warrant Agreement (BioScrip, Inc.), Common Stock Warrant Agreement (BioScrip, Inc.)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrants, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof.
(iia) All Book-Entry Certificated Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer Transfer or exchange of Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants surrendered upon such registration of transfer Transfer or exchange.
(iii) . No service charge shall be made to a holder of Warrants Registered Holder for any registration, transfer Transfer or exchange of any Certificated Warrants or Direct Registration Warrants, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder Registered Holder in connection with any such exchange or registration of transferTransfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer Transfer unless and until any payments required by the immediately preceding sentence it is satisfied that all such taxes and/or charges have been madepaid.
(ivb) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may shall be treated considered by the Company, the Warrant Agent Agent, and any agent of the Company or the Warrant Agent as the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Agreement (subject to Sections 6(b4.1(ii) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement4.3(d)(z)). Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy proxy, or other authorization furnished by the Depository Depositary or impair the operation of customary practices of the Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(vc) Subject to Sections 6(bSection 6.1(c), (c) and (d) hereof and this Section 6(h)6.2, the Warrant Agent shall:
(i) in the case of Certificated Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the transfer Transfer of any Book-Entry outstanding Certificated Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of delivery by the Global Warrant CertificatesRegistered Holder thereof, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (Agent’s office designated for such purpose, of the “Warrant Agent Office”)Certificate representing such Certificated Warrants, duly endorsedproperly endorsed for transfer, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositary. Upon ; and upon any such registration of transferTransfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
(ii) in the case of Direct Registration Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the Transfer of any outstanding Direct Registration Warrants in the Warrant Register, upon delivery by the Registered Holder thereof, at the Warrant Agent’s office designated for such purpose, of a form of assignment substantially in the form of Exhibit C hereto, properly completed and duly executed by the Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney; and upon any such registration of Transfer, a new Direct Registration Warrant shall be issued to the transferee.
Appears in 2 contracts
Sources: Warrant Agreement (Energy XXI Gulf Coast, Inc.), Warrant Agreement (Verso Corp)
Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantsauthorized, in accordance with the provisions of Sections 3 and 4 hereof Section 3.4 and this Section 6 Article VI, to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 8.2 or additional Global Warrant Certificates contemplated by Section 12 hereof.Article V.
(iib) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iiic) No service charge shall be made to a holder of Warrants Holder for any registration, transfer or exchange of a Series A Warrant, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(ivd) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Series A Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b6.1(b) and 6(f(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate Beneficial Holders will not be entitled to have any Series A Warrants registered in their names, and will not receive or under no circumstances be entitled to receive physical delivery of any such Series A Warrants and will not be considered the owners or holders Registered Holder thereof under the Series A Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Series A Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(ve) Subject to Sections 6(b6.1(b), (c) and (d) hereof ), and this Section 6(h)6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any Book-Entry outstanding Series A Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, if applicable, representing such Series A Warrants at the Warrant Agent Office referred to Agent's office as set forth in Section 20 hereof (the “Warrant Agent Office”)9.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignmentassignment substantially in the form of Exhibit C hereto), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a participant in the Canadian Schedule 1 chartered bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP), a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP) or an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the extent required by the Warrant Agent or the DepositarySecurities Exchange Act of 1934, as amended. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 2 contracts
Sources: Common Stock Warrant Agreement (Kingsway Financial Services Inc), Common Stock Warrant Agreement (Kingsway Financial Services Inc)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 4, Warrant Certificates, as required pursuant to the provisions of this Section 4 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 6 hereof.
(ii) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder Holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b, including, without limitation, for the purposes of (a) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled giving notices with respect to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement(b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(viv) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants at the Warrant Agent Office referred to in Section 20 14 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (substantially in the form attached as Exhibit B-1 or with respect to a Book-Entry WarrantB-2, only such completed form of assignment)as applicable, hereto duly signed by the holder Holder thereof or by the duly appointed legal representative thereof or by a his attorney, duly authorized attorneyin writing, such signature to be guaranteed by an eligible guarantor institution a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the extent required by the Warrant Agent or the DepositaryAgent. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
(v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer Shares of the Company’s Common Stock.
Appears in 2 contracts
Sources: Warrant Agreement, Warrant Agreement (Halcon Resources Corp)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, either by manual or electronic signature, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for 4, Warrant Certificates, as required pursuant to the purpose provisions of any distribution of additional Global Warrant Certificates contemplated by this Section 12 hereof4.
(ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants Holder represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b, including, without limitation, for the purposes of (a) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled giving notices with respect to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement(b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding .
(iv) The Warrant Agent shall register the foregoing, nothing herein shall prevent transfer of any outstanding Warrants in the Company, Warrant Register at the Warrant Agent or any agent of Office designated for such purpose (the Company or the “Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
Office”) upon (va) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer (b) if applicable, surrender of any Book-Entry Warrants in the Warrant Register and the transfer of any Global duly endorsed Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”), duly endorsedWarrants, and accompanied by (c) receipt of a completed form of assignment (or with respect to a Book-Entry Warrantduly authorized in writing substantially in the form attached as Exhibit C hereto, only such completed form of assignment)as the case may be, duly signed by the holder Holder thereof or by the duly appointed legal representative thereof or by a duly authorized such Holder’s attorney, such signature to be guaranteed by an eligible guarantor institution a participant in a Medallion Signature Guarantee Program at a guarantee level reasonably acceptable to the extent required by the Warrant Agent or the DepositaryAgent. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
(v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of Common Stock.
Appears in 1 contract
Sources: Warrant Agreement
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrants, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof.
(iia) All Book-Entry Certificated Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer Transfer or exchange of Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants surrendered upon such registration of transfer Transfer or exchange.
(iii) . No service charge shall be made to a holder of Warrants Registered Holder for any registration, transfer Transfer or exchange of any Certificated Warrants or Direct Registration Warrants, but the Company Warrant Agent may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder Registered Holder in connection with any such exchange or registration of transferTransfer. The Warrant Agent shall forward any such sum collected by it to the Company or to such persons as the Company shall specify by written notice. The Warrant Agent shall have no obligation to effect an exchange or register a transfer Transfer unless and until any payments required by the immediately preceding sentence it is satisfied that all such taxes and/or charges have been madepaid.
(ivb) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may shall be treated considered by the Company, the Warrant Agent Agent, and any agent of the Company or the Warrant Agent as the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Agreement (subject to Sections 6(b4.1(a)(ii) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement4.1(b)(i)(C)). Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy proxy, or other authorization furnished by the Depository Depositary or impair the operation of customary practices of the Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(vc) Subject to Sections 6(b), (c) and (d) hereof Section 6.3 and this Section 6(h)6.4, the Warrant Agent shall,
(i) in the case of Certificated Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the transfer Transfer of any Book-Entry outstanding Certificated Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of delivery by the Global Warrant CertificatesRegistered Holder thereof, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (Agent’s office designated for such purpose, of the “Warrant Agent Office”)Certificate representing such Certificated Warrants, properly completed and duly endorsedendorsed for Transfer, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyattorney together with a signature guarantee, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositary. Upon and upon any such registration of transferTransfer, a new Global Warrant Certificate or a Warrant Statement, as shall be issued to the transferee; and
(ii) in the case may beof Direct Registration Warrants, upon receipt of all information required to be delivered hereunder register the Transfer of any outstanding Direct Registration Warrants in the Warrant Register, upon delivery by the Registered Holder thereof, at the Warrant Agent’s office designated for such purpose, of a form of assignment substantially in the form of Exhibit C hereto, properly completed and duly executed by the Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney together with a signature guarantee, and upon any such registration of Transfer, new Direct Registration Warrants shall be issued to the transferee.
Appears in 1 contract
Sources: Warrant Agreement (Diamond Offshore Drilling, Inc.)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrants, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof.
(iia) All Book-Entry Certificated Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer Transfer or exchange of Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants surrendered upon such registration of transfer Transfer or exchange.
(iii) . No service charge shall be made to a holder of Warrants Registered Holder for any registration, transfer Transfer or exchange of any Certificated Warrants or Direct Registration Warrants, but the Company or the Warrant Agent may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder Registered Holder in connection with any such exchange or registration of transferTransfer. The Warrant Agent shall forward any such sum collected by it to the Company or to such persons as the Company shall specify by written notice. The Warrant Agent shall have no obligation to effect an exchange or register a transfer Transfer unless and until any payments required by the immediately preceding sentence it is satisfied that all such taxes and/or charges have been madepaid.
(ivb) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may shall be treated considered by the Company, the Warrant Agent Agent, and any agent of the Company or the Warrant Agent as the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent Agent, or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy proxy, or other authorization furnished by the Depository Depositary or impair the operation of customary practices of the Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(vc) Subject to Sections 6(b), (cSection 6.1(c) and (d) hereof and this Section 6(h)6.2, the Warrant Agent shall,
(i) in the case of Certificated Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the transfer Transfer of any Book-Entry outstanding Certificated Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of delivery by the Global Warrant CertificatesRegistered Holder thereof, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (Agent’s office designated for such purpose, of the “Warrant Agent Office”)Certificate representing such Certificated Warrants, properly completed and duly endorsedendorsed for Transfer, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositary. Upon and upon any such registration of transferTransfer, a new Global Warrant Certificate or a Warrant Statement, as shall be issued to the transferee; and
(ii) in the case may beof Direct Registration Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the Transfer of any outstanding Direct Registration Warrants in the Warrant Register, upon delivery by the Registered Holder thereof, at the Warrant Agent’s office designated for such purpose, of a form of assignment substantially in the form of Exhibit D hereto, properly completed and duly executed by the Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and upon any such registration of Transfer, new Direct Registration Warrants shall be issued to the transferee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, in accordance with the provisions of Sections 3 and 4 hereof and this ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Certificates, as required pursuant to the provisions of this Section 6 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof4.
(ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants Holder represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b, including, without limitation, for the purposes of (a) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled giving notices with respect to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement(b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(viv) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants (other than the transfer of Direct Registration Warrants on or about the Effective Date as contemplated by Section 3(b) hereof) upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 20 15 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed substantially in the form of assignment), attached as Exhibit B hereto duly signed by the holder Holder thereof or by the duly appointed legal representative thereof or by a his attorney, duly authorized attorneyin writing, such signature to be guaranteed by an eligible guarantor institution a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the extent required by the Warrant Agent or the DepositaryAgent. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
(v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantsauthorized, in accordance with the provisions of Sections 3 and 4 hereof Section 2.3 and this Section 6 Article 5, to countersign such Warrant Certificates, either manually or by facsimile signature, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article 5 and for the purpose of any distribution of additional Global new Warrant Certificates contemplated by Section 12 hereof4.2 or additional Warrant Certificates contemplated by Article 6.
(iib) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iiic) No service charge shall be made to imposed upon a holder of Warrants Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(ivd) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(bSection 5.1(a) and 6(fSection 5.1(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate Beneficial Holders will not be entitled to have any Warrants registered in their names, and will not receive or under no circumstances be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders Registered Holder thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(ve) Subject to Sections 6(bSection 5.1(a), (cSection 5.1(c) and (dSection 5.1(d) hereof and this Section 6(h)5.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, if applicable, representing such Warrants at the Warrant Agent Office referred to as set forth in Section 20 hereof (the “Warrant Agent Office”)8.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit C attached hereto (or with respect to a Book-Entry Warrant, only such completed form of assignmentassignment substantially in the form of Exhibit C attached hereto), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to a participant in the extent required by Securities Transfer Agent Medallion Program, the Warrant Agent Stock Exchanges Medallion Program or the DepositaryNew York Stock Exchange, Inc. Medallion Signature Program. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 1 contract
Sources: Warrant Agreement (Tronox Inc)
Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantsauthorized, in accordance with the provisions of Sections 3 and 4 hereof Section 3.4 and this Section 6 Article VI, to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 8.2 or additional Global Warrant Certificates contemplated by Section 12 hereof.Article V.
(iib) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iiic) No service charge shall be made to a holder of Warrants Holder for any registration, transfer or exchange of a Warrant, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(ivd) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b6.1(b) and 6(f(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate Beneficial Holders will not be entitled to have any Warrants registered in their names, and will not receive or under no circumstances be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders Registered Holder thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(ve) Subject to Sections 6(b6.1(b), (c) and (d) hereof ), and this Section 6(h)6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, if applicable, representing such Warrants at the Warrant Agent Office referred to Agent’s office as set forth in Section 20 hereof (the “Warrant Agent Office”)9.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignmentassignment substantially in the form of Exhibit C hereto), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to a participant in the extent required by Securities Transfer Agent Medallion Program, the Warrant Agent Stock Exchanges Medallion Program or the DepositaryNew York Stock Exchange, Inc. Medallion Signature Program. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, either by manual or facsimile signature, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for 4, Warrant Certificates, as required pursuant to the purpose provisions of any distribution of additional Global Warrant Certificates contemplated by this Section 12 hereof4.
(ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants Holder represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b, including, without limitation, for the purposes of (a) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled giving notices with respect to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement(b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(viv) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Holder thereof, at the Warrant Agent Office referred to in Section 20 hereof designated for such purpose (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (substantially in the form attached as Exhibit B- 1 or B-2 with respect to a Book-Entry Warrantany Series A Warrants, only such completed form of assignment)as applicable, or Exhibits D-1 or D-2 with respect to Series B Warrants, as applicable, hereto duly signed by the holder Holder thereof or by the duly appointed legal representative thereof or by a his attorney, duly authorized attorneyin writing, such signature to be guaranteed by an eligible guarantor institution a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the extent required by the Warrant Agent or the DepositaryAgent. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
(v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of Common Stock.
Appears in 1 contract
Sources: Equity Warrant Agreement
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for 4, Warrant Certificates, as required pursuant to the purpose provisions of any distribution of additional Global Warrant Certificates contemplated by this Section 12 hereof4.
(ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants Holder represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b, including, without limitation, for the purposes of (a) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled giving notices with respect to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement(b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(viv) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 20 15 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (substantially in the form attached as Exhibit B-1, B-2, or with respect to a Book-Entry WarrantB-3 as applicable, only such completed form of assignment), hereto duly signed by the holder Holder thereof or by the duly appointed legal representative thereof or by a his attorney, duly authorized attorneyin writing, such signature to be guaranteed by an eligible guarantor institution a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the extent required by the Warrant Agent or the DepositaryAgent. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
(v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, in accordance with the provisions of Sections Section 3 and 4 hereof and this ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Section 6 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof.
(ii) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections Section 6(b) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(v) Subject to Sections 6(b), (c) and ), (d) hereof and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, if applicable, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositaryinstitution. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized shall countersign, either by manual or facsimile signature, Global Warrants and Definitive Warrants as required pursuant to countersign the provisions of Section 2.02 and this Section 2.04. A transferor of a Global Warrant Certificates and or a Definitive Warrant shall deliver to the Warrant Agent is hereby a written instruction of transfer in the form attached to the relevant Warrant Certificate as Annex C, duly executed by the Holder thereof or by its attorney, duly authorized in writing. Additionally, prior to register Book-Entry Warrantsregistration of any transfer or exchange of a Warrant, the requirements for the Warrant issued upon such transfer or exchange to be issued in a name other than the registered Holder shall be met. Such requirements include, inter alia, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (at a guarantee level reasonably acceptable to the Company’s transfer agent), and any other reasonable evidence of authority that may be required by the Warrant Agent. Upon satisfaction of the conditions in this clause (i), the Warrant Agent shall, in accordance with such instructions, register the provisions transfer or exchange of Sections 3 and 4 hereof and this Section 6 and for the purpose of any distribution of additional relevant Global Warrant Certificates contemplated by Section 12 hereofor Definitive Warrant.
(ii) All Book-Entry Warrants and Global Warrant Certificates issued upon No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment from a Holder of a sum sufficient to cover any transfer tax, assessments or similar governmental charge payable in connection therewith as set forth in the Warrant Certificate. The Warrant Agent shall have no duty or obligation pursuant to any Section of this Agreement requiring the payment of taxes, assessments, and/or governmental charges unless and until the Warrant Agent is satisfied that all such taxes, assessments, and/or governmental charges have been paid.
(iii) All Warrants issued upon any transfer or exchange pursuant to the terms of Book-Entry Warrants or Global Warrant Certificates this Agreement shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(v) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositary. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 1 contract
Sources: Warrant Agreement (Arch Coal Inc)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrants, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof.
(iia) All Book-Entry Certificated Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer Transfer or exchange of Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants surrendered upon such registration of transfer Transfer or exchange.
(iii) . No service charge shall be made to a holder of Warrants Registered Holder for any registration, transfer Transfer or exchange of any Certificated Warrants or Direct Registration Warrants, but the Company or the Warrant Agent may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder Registered Holder in connection with any such exchange or registration of transferTransfer. The Warrant Agent shall forward any such sum collected by it to the Company or to such persons as the Company shall specify by written notice. The Warrant Agent shall have no obligation to effect an exchange or register a transfer Transfer unless and until any payments required by the immediately preceding sentence it is satisfied that all such taxes and/or charges have been madepaid.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(vb) Subject to Sections 6(b), (c) and (d) hereof Section 6.3 and this Section 6(h)6.4, the Warrant Agent shall,
(i) in the case of Certificated Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the transfer Transfer of any Book-Entry outstanding Certificated Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of delivery by the Global Warrant CertificatesRegistered Holder thereof, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (Agent’s office designated for such purpose, of the “Warrant Agent Office”)Certificate representing such Certificated Warrants, properly completed and duly endorsedendorsed for Transfer, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositary. Upon and upon any such registration of transferTransfer, a new Global Warrant Certificate or a Warrant Statement, as shall be issued to the transferee; and
(ii) in the case may beof Direct Registration Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the Transfer of any outstanding Direct Registration Warrants in the Warrant Register, upon delivery by the Registered Holder thereof, at the Warrant Agent’s office designated for such purpose, of a form of assignment substantially in the form of Exhibit C hereto, properly completed and duly executed by the Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and upon any such registration of Transfer, new Direct Registration Warrants shall be issued to the transferee.
Appears in 1 contract
Sources: Warrant Agreement
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, in accordance with the provisions of Sections 3 and Section 4 hereof and this ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Section 6 7 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 13 or Section 14 hereof.
(ii) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(bSection 7(b) and 6(fSection 7(f) hereof hereof, upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(v) Subject to Sections 6(bSection 7(b), (c) and (dSection 7(c), Section 7(d) hereof and this Section 6(h7(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, if applicable, representing such Warrants at the Warrant Agent Office referred to in Section 20 24 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignmentassignment substantially in the form attached as Exhibit C hereto), duly signed by the holder thereof or by the duly appointed legal representative thereof or by a his attorney, duly authorized attorneyin writing, such signature to be guaranteed by an eligible guarantor institution to any participant in the extent required by Securities Transfer Agent Medallion Program, the Warrant Agent Stock Exchanges Medallion Program or the DepositaryNew York Stock Exchange, Inc. Medallion Signature Program. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 1 contract
Sources: Warrant Agreement (SemGroup Corp)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized shall, upon the relevant Holder’s delivery to countersign Global Warrant Certificates and the Warrant Agent is hereby of the applicable Warrant Certificate to be transferred in whole or in part and satisfaction of the other requirements for such transfer as set forth herein, countersign, either by manual or facsimile or other electronically transmitted signature, new Global Warrants and Definitive Warrants as required pursuant to the provisions of Section 2.02 and this Section 2.04. In addition, a transferor of a Global Warrant or a Definitive Warrant shall deliver to the Warrant Agent a written instruction of transfer in the form attached to the Warrant Certificate as Annex C, duly executed by the Holder thereof or by its attorney, duly authorized in writing. Additionally, prior to register Book-Entry Warrantsregistration of any transfer or exchange of a Warrant, the requirements for the Warrant issued upon such transfer or exchange to be issued in a name other than the Holder shall be met. Such requirements include, inter alia, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (at a guarantee level reasonably acceptable to the Company’s transfer agent), and any other reasonable evidence of authority that may be required by the Warrant Agent. Upon satisfaction of the conditions in this clause (i), the Warrant Agent shall, in accordance with such instructions, register the provisions transfer or exchange of Sections 3 and 4 hereof and this Section 6 and for the purpose of any distribution of additional relevant Global Warrant Certificates contemplated by Section 12 hereofor Definitive Warrant.
(ii) All Book-Entry Warrants and Global Warrant Certificates issued upon No service charge shall be made to a Holder for any registration of transfer or exchange exchange, but the Company may require payment from a Holder of Book-Entry Warrants a sum sufficient to cover any transfer tax, assessments or Global similar governmental charge payable in connection therewith as set forth in Section 2.10. The Warrant Agent shall have no duty or obligation pursuant to any Section of this Agreement requiring the payment of taxes, assessments, and/or governmental charges, unless and until the Warrant Agent is satisfied that all such taxes, assessments, and/or governmental charges have been paid.
(iii) Each Warrant Certificate shall be exchangeable, upon the surrender thereof by the Holder to the Warrant Agent, for a new Warrant Certificate or Warrant Certificates of like tenor and representing the same aggregate number of Warrants.
(iv) All Warrants issued upon any transfer or exchange pursuant to the terms of this Agreement shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(v) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositary. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantsauthorized, in accordance with the provisions of Sections 3 and 4 hereof Section 3.4 and this Section Article 6, to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article 6 and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 7.3 or additional Global Warrant Certificates contemplated by Section 12 hereofArticle 5.
(iib) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iiic) No service charge shall be made to a holder of Warrants Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(ivd) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b6.1(b) and 6(f(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate Beneficial Holders will not be entitled to have any Warrants registered in their names, and will not receive or under no circumstances be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders Registered Holder thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(ve) Subject to Sections 6(b6.1(b), (c) and (d) hereof ), and this Section 6(h)6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, if applicable, representing such Warrants at the Warrant Agent Office referred to Agent’s office as set forth in Section 20 hereof (the “Warrant Agent Office”)9.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignmentassignment substantially in the form of Exhibit C hereto), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to a participant in the extent required by Securities Transfer Agent Medallion Program, the Warrant Agent Stock Exchanges Medallion Program or the DepositaryNew York Stock Exchange, Inc. Medallion Signature Program. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrants, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof.
(iia) All Book-Entry Certificated Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer Transfer or exchange of Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants surrendered upon such registration of transfer Transfer or exchange.
(iii) . No service charge shall be made to a holder of Warrants Registered Holder for any registration, transfer Transfer or exchange of any Certificated Warrants or Direct Registration Warrants, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder Registered Holder, the Company or the Warrant Agent in connection with any such exchange or registration of transferTransfer. The Warrant Agent shall forward any such sum collected by it to the Company or to such persons as the Company specifies by written notice. The Warrant Agent shall have no obligation to effect an exchange or register a transfer Transfer unless and until any payments required by the immediately preceding sentence it is satisfied that all such taxes and/or charges have been madepaid.
(ivb) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may shall be treated considered by the Company, the Warrant Agent Agent, and any agent of the Company or the Warrant Agent as the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Agreement (subject to Sections 6(b4.1(ii) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement4.3(d)(z)). Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy proxy, or other authorization furnished by the Depository Depositary or impair the operation of customary practices of the Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(vc) Subject to Sections 6(bSection 6.1(c), (c) and (d) hereof and this Section 6(h)6.2, the Warrant Agent shall:
(i) in the case of Certificated Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the transfer Transfer of any Book-Entry outstanding Certificated Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of delivery by the Global Warrant CertificatesRegistered Holder thereof, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (Agent’s office designated for such purpose, of the “Warrant Agent Office”)Certificate representing such Certificated Warrants, duly endorsedendorsed for transfer, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositary. Upon ; and upon any such registration of transferTransfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
(ii) in the case of Direct Registration Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the Transfer of any outstanding Direct Registration Warrants in the Warrant Register, upon delivery by the Registered Holder thereof, at the Warrant Agent’s office designated for such purpose, of a form of assignment substantially in the form of Exhibit C hereto, properly completed and duly executed by the Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney; and upon any such registration of Transfer, a new Direct Registration Warrant shall be issued to the transferee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantsauthorized, in accordance with the provisions of Sections 3 Section 5 and 4 hereof and this Section 6, to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Section 6 and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 9 or additional Global Warrant Certificates contemplated by Section 12 hereof14.
(ii) All Global Warrant Certificates and Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Global Warrant Certificates or Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Global Warrant Certificates or Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants Warrantholder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder Warrantholder in connection with any such exchange or registration of transfer. Neither the Company nor the Warrant Agent shall be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance of Warrants or any certificates for Warrant Shares in a name other than that of the Warrantholder of the surrendered Warrants, and the Company shall not be required to issue or deliver such Warrants or the certificates representing the Warrant Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Agent shall have no obligation duty to effect an exchange deliver such Warrants or register a transfer the certificates representing such Warrant Shares unless and until any payments required by the immediately preceding sentence it is reasonably satisfied that all such taxes and charges have been madepaid.
(iv) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder Warrantholder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections Section 6(b) and Section 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or under no circumstances be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders Warrantholders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company(x) any Warrantholder of a beneficial interest in a Global Warrant Certificate may grant proxies and otherwise authorize any Person, including Depositary Participants and Persons that hold interests in Warrants through Depositary Participants, to take any action that such Warrantholder is entitled to take with respect to the Warrant Agent or any agent of represented by such Global Warrant Certificate under this Agreement, and (y) the Company or the Warrant Agent from giving and its agents, may give effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant CertificateDepositary.
(v) Subject to Sections Section 6(b), (cSection 6(c) and (dSection 6(d) hereof hereof, and this Section 6(h6(j), the Warrant Agent shall, upon receipt of all information required to be delivered hereunderhereunder and any evidence of authority that may be reasonably required by the Warrant Agent, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, if applicable, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”as defined below), duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignmentassignment substantially in the form of Exhibit C hereto), duly signed by the holder Warrantholder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositary. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantsauthorized, in accordance with the provisions of Sections 3 and 4 hereof Section 2.03 and this Section 6 Article 3, to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article 3 and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 6.02 or additional Global Warrant Certificates contemplated by Section 12 hereofArticle 4.
(iib) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iiic) No service charge shall be made to a holder of Warrants for any registration, such registration of Transfer. A party requesting transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge Global Warrant must provide evidence of authority that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, Inc.
(ivd) So long as any Global Warrant is registered in the Depository, name of the Depository or its nominee, is the registered owner of a Beneficial Owners shall have no rights under this Warrant Agreement with respect to such Global Warrant Certificateheld on their behalf by the Depository, and the Depository or such nominee, as the case may be, may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent agent as the sole absolute owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreementpurposes. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of a beneficial Accordingly, any such Beneficial Owner’s interest in a such Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their namesshown only on, and will not receive the Transfer of such interest shall be effected only through, records maintained by the Depository or be entitled to receive physical delivery of any such Warrants its nominee or the applicable Participant, and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will Agent shall have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating with respect to such beneficial interestsrecords maintained by the Depository or its nominee or the applicable Participant. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository or Participants governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant CertificateBeneficial Owner.
(ve) Subject to Sections 6(bSection 3.01(b), (c) and (d) hereof Section 3.01(c), Section 3.01(d), and this Section 6(h)3.02, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants at delivery to the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”)Agent, duly endorsedat its office designated for such purpose, and accompanied by of a properly completed form of assignment substantially in the form attached as part of Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-3, hereto, as applicable (or with respect to a Book-Entry Warrant, only such properly completed form of assignmentassignment substantially in the form attached as Exhibit C hereto), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to the extent required by the Warrant Agent or the DepositaryS.E.C. Rule 17Ad-15. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant StatementCertificate, as the case may be, shall be issued to the transferee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantsauthorized, in accordance with the provisions of Sections 3 and 4 hereof Section 3.4 and this Section 6 Article VI, to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 8.2 or additional Global Warrant Certificates contemplated by Section 12 hereof.Article V.
(iib) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iiic) No service charge shall be made to a holder of Warrants Holder for any registration, transfer or exchange of a Warrant, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(ivd) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b6.1(b) and 6(f(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate Beneficial Holders will not be entitled to have any Warrants registered in their names, and will not receive or under no circumstances be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders Registered Holder thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(ve) Subject to Sections 6(b6.1(b), (c) and (d) hereof ), and this Section 6(h)6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, if applicable, representing such Warrants at the Warrant Agent Office referred to Agent’s office as set forth in Section 20 hereof (the “Warrant Agent Office”)9.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignmentassignment substantially in the form of Exhibit C hereto), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to a participant in the extent required by [Securities Transfer Agent Medallion Program, the Warrant Agent Stock Exchanges Medallion Program or the Depositary. New York Stock Exchange, Inc. Medallion Signature Program.] Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, either by manual, facsimile or electronic signature, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for 4, Warrant Certificates, as required pursuant to the purpose provisions of any distribution of additional Global Warrant Certificates contemplated by this Section 12 hereof4.
(ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants Holder represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b, including, without limitation, for the purposes of (a) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled giving notices with respect to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement(b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding .
(iv) The Warrant Agent shall register the foregoing, nothing herein shall prevent transfer of any outstanding Warrants in the Company, Warrant Register at the Warrant Agent or any agent of office designated for such purpose (the Company or the “Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
Office”) upon (va) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer (b) if applicable, surrender of any Book-Entry Warrants in the Warrant Register and the transfer of any Global duly endorsed Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”), duly endorsedWarrants, and accompanied by (c) receipt of a completed form of assignment (or with respect to a Book-Entry Warrantduly authorized in writing substantially in the form attached as Exhibit C hereto, only such completed form of assignment)as the case may be, duly signed by the holder Holder thereof or by the duly appointed legal representative thereof or by a duly authorized such ▇▇▇▇▇▇’s attorney, such signature to be guaranteed accompanied by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositarya Signature Guarantee. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
(v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer Demand Notes.
Appears in 1 contract
Sources: Warrant Agreement (Hornbeck Offshore Services Inc /La)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrants, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof.
(iia) All Book-Entry Certificated Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer Transfer or exchange of Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants surrendered upon such registration of transfer Transfer or exchange.
(iii) . No service charge shall be made to a holder of Warrants Registered Holder for any registration, transfer Transfer or exchange of any Certificated Warrants or Direct Registration Warrants, but the Company or the Warrant Agent may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder Registered Holder in connection with any such exchange or registration of transferTransfer. The Warrant Agent shall forward any such sum collected by it to the Company or to such persons as the Company shall specify by written notice. The Warrant Agent shall have no obligation to effect an exchange or register a transfer Transfer unless and until any payments required by the immediately preceding sentence it is satisfied that all such taxes and/or charges have been madepaid.
(ivb) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may shall be treated considered by the Company, the Warrant Agent Agent, and any agent of the Company or the Warrant Agent as the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent Agent, or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy proxy, or other authorization furnished by the Depository Depositary or impair the operation of customary practices of the Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(vc) Subject to Sections 6(b), (cSection 6.1(c) and (d) hereof and this Section 6(h)6.2, the Warrant Agent shall,
(i) in the case of Certificated Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the transfer Transfer of any Book-Entry outstanding Certificated Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of delivery by the Global Warrant CertificatesRegistered Holder thereof, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (Agent’s office designated for such purpose, of the “Warrant Agent Office”)Certificate representing such Certificated Warrants, properly completed and duly endorsedendorsed for Transfer, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositary. Upon and upon any such registration of transferTransfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
(ii) in the case of Direct Registration Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the Transfer of any outstanding Direct Registration Warrants in the Warrant Register, upon delivery by the Registered Holder thereof, at the Warrant Agent’s office designated for such purpose, of a form of assignment substantially in the form of Exhibit D hereto, properly completed and duly executed by the Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and upon any such registration of Transfer, new Direct Registration Warrants shall be issued to the transferee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantsauthorized, in accordance with the provisions of Sections 3 Section 5 and 4 hereof and this Section 6, to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Section 6 and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 9 or additional Global Warrant Certificates contemplated by Section 12 hereof15.
(ii) All Global Warrant Certificates and Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Global Warrant Certificates or Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Global Warrant Certificates or Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants Warrantholder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder Warrantholder in connection with any such exchange or registration of transfer. Neither the Company nor the Warrant Agent shall be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance of Warrants or any certificates for Warrant Shares in a name other than that of the Warrantholder of the surrendered Warrants, and the Company shall not be required to issue or deliver such Warrants or the certificates representing the Warrant Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Agent shall have no obligation duty to effect an exchange deliver such Warrants or register a transfer the certificates representing such Warrant Shares unless and until any payments required by the immediately preceding sentence it is reasonably satisfied that all such taxes and charges have been madepaid.
(iv) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder Warrantholder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections Section 6(b) and Section 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or under no circumstances be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders Warrantholders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company(x) any Warrantholder of a beneficial interest in a Global Warrant Certificate may grant proxies and otherwise authorize any Person, including Depositary Participants and Persons that hold interests in Warrants through Depositary Participants, to take any action that such Warrantholder is entitled to take with respect to the Warrant Agent or any agent of represented by such Global Warrant Certificate under this Agreement, and (y) the Company or the Warrant Agent from giving and its agents, may give effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant CertificateDepositary.
(v) Subject to Sections Section 6(b), (cSection 6(c) and (dSection 6(d) hereof hereof, and this Section 6(h6(j), the Warrant Agent shall, upon receipt of all information required to be delivered hereunderhereunder and any evidence of authority that may be reasonably required by the Warrant Agent, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, if applicable, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”as defined below), duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignmentassignment substantially in the form of Exhibit C hereto), duly signed by the holder Warrantholder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositary. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, in accordance with the provisions of Sections Section 3 and 4 hereof this Section 6, Definitive Warrant Certificates and Global Warrant Certificates as required pursuant to the provisions of this Section 6 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof12.
(ii) All Book-Entry Warrants Definitive Warrant Certificates and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants Definitive Warrant Certificates or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants Definitive Warrant Certificates or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections Section 6(b) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry WarrantsDefinitive Warrant Certificate, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants as Definitive Warrant Certificates and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(v) Subject to Sections 6(b), (c) and ), (d) hereof and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global represented by Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, Certificates representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”as defined below), duly endorsed, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositaryinstitution. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 1 contract
Sources: Warrant Agreement (Calpine Corp)
Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantsauthorized, in accordance with the provisions of Sections 3 and 4 hereof Section 2.3 and this Section 6 Article 5, to countersign such Warrant Certificates, either manually or by facsimile signature, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article 5 and for the purpose of any distribution of additional Global new Warrant Certificates contemplated by Section 12 hereof4.2 or additional Warrant Certificates contemplated by Article 6.
(iib) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iiic) No service charge shall be made to imposed upon a holder of Warrants Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(ivd) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(bSection 5.1(a) and 6(fSection 5.1(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate Beneficial Holders will not be entitled to have any Warrants registered in their names, and will not receive or under no circumstances be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders Registered Holder thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(ve) Subject to Sections 6(bSection 5.1(a), (cSection 5.1(c) and (dSection 5.1(d) hereof and this Section 6(h)5.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, if applicable, representing such Warrants at the Warrant Agent Office referred to as set forth in Section 20 hereof (the “Warrant Agent Office”)8.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit E attached hereto (or with respect to a Book-Entry Warrant, only such completed form of assignmentassignment substantially in the form of Exhibit E attached hereto), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to a participant in the extent required by Securities Transfer Agent Medallion Program, the Warrant Agent Stock Exchanges Medallion Program or the DepositaryNew York Stock Exchange, Inc. Medallion Signature Program. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee for the Warrants so transferred (and, if any Warrants are not transferred to the transferee, to the transferor for the Warrants remaining registered in the transferor’s name).
Appears in 1 contract
Sources: Warrant Agreement
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantsauthorized, in accordance with the provisions of Sections 3 and 4 hereof Section 3.4 and this Section 6 Article VI, to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 8.2 or additional Global Warrant Certificates contemplated by Section 12 hereof.Article V.
(ii) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b6.1(b) and 6(f(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate Beneficial Holders will not be entitled to have any Warrants registered in their names, and will not receive or under no circumstances be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders Registered Holder thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(v) Subject to Sections 6(b6.1(b), (c) and (d) hereof ), and this Section 6(h)6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, if applicable, representing such Warrants at the Warrant Agent Office referred to Agent’s office as set forth in Section 20 hereof (the “Warrant Agent Office”)10.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignmentassignment substantially in the form of Exhibit C hereto), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to a participant in the extent required by Securities Transfer Agent Medallion Program, the Warrant Agent Stock Exchanges Medallion Program or the DepositaryNew York Stock Exchange, Inc. Medallion Signature Program. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 1 contract
Sources: Warrant Agreement (Solutia Inc)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrants, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and exchanges or for the purpose of any distribution of additional new Global Warrant Certificates Warrants contemplated by Section 12 hereof2.05 or additional Global Warrants or additional Book-Entry Warrants contemplated by Article IV, the Company shall execute, and the Warrant Agent shall countersign, Global Warrants, if applicable, as required pursuant to the provisions of Section 2.01(c) and this Section 2.03, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of Section 2.01 and this Section 2.03.
(ii) All Book-Entry Warrants and Global Warrant Certificates issued upon No service charge shall be made to a Holder for any registration of transfer or exchange, and the Company shall pay all transfer tax, assessments, or similar governmental charge payable in connection therewith.
(iii) Prior to the due presentation for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the Person in whose name a Warrant is registered as the absolute owner of such Warrant, and neither the Company nor the Warrant Agent shall be affected by notice to the contrary.
(iv) All Warrants issued upon any transfer or exchange pursuant to the terms of Book-Entry Warrants or Global Warrant Certificates this Agreement shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(v) Subject to Sections 6(b), (c2.03(a) and through (d) hereof and this Section 6(h2.03(f), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Certificate Register and the transfer of any (x) with respect to a Global Warrant Certificates in the Warrant RegisterWarrant, as applicable, upon surrender delivery of the Global such Warrant Certificates, representing such Warrants at to the Warrant Agent Office referred to in Section 20 hereof (by book-entry transfer through the “Warrant Agent Office”)facilities of the depository, duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit E hereto or (or y) with respect to a Book-Entry Warrant, only such as applicable, upon presentation of a completed form of assignment)assignment substantially in the form of Exhibit E hereto, in each case, the form of assignment to be duly signed by the holder Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositary. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, Statement shall be issued to the transfereetransferee or Warrants in the amount of such transfer shall be delivered to the transferee by book-entry transfer through the facilities of the Depository, as applicable.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrants, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof.
(iia) All Book-Entry Certificated Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer Transfer or exchange of Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Certificated Warrants or Global Warrant Certificates Direct Registration Warrants surrendered upon such registration of transfer Transfer or exchange.
(iii) . No service charge shall be made to a holder of Warrants Registered Holder for any registration, transfer Transfer or exchange of any Certificated Warrants or Direct Registration Warrants, but the Company or the Warrant Agent may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder Registered Holder in connection with any such exchange or registration of transferTransfer. The Warrant Agent shall forward any such sum collected by it to the Company or to such persons as the Company shall specify by written notice. The Warrant Agent shall have no obligation to effect an exchange or register a transfer Transfer unless and until any payments required by the immediately preceding sentence it is satisfied that all such taxes and/or charges have been madepaid.
(ivb) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may shall be treated considered by the Company, the Warrant Agent Agent, and any agent of the Company or the Warrant Agent as the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent Agent, or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy proxy, or other authorization furnished by the Depository Depositary or impair the operation of customary practices of the Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(vc) Subject to Sections 6(b6.1(c), (c) and (d) hereof and this Section 6(h)6.2, the Warrant Agent shall,
(i) in the case of Certificated Warrants, upon receipt of all information required to be delivered hereunder and upon delivery by the Registered Holder thereof, from time to time register the Transfer of any outstanding Certificated Warrants in the Warrant Register, at the Warrant Agent’s office designated for such purpose, of the Warrant Certificate representing such Certificated Warrants, properly completed and duly endorsed for Transfer, by the Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such endorsement to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent; and upon any such registration of Transfer, a new Warrant Certificate shall be issued to the transferee.
(ii) in the case of Direct Registration Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the transfer Transfer of any Book-Entry outstanding Direct Registration Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of delivery by the Global Warrant CertificatesRegistered Holder thereof, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”)Agent’s office designated for such purpose, duly endorsed, and accompanied by of a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed substantially in the form of assignment)Exhibit D hereto, properly completed and duly signed executed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the extent required by the Warrant Agent or the Depositary. Upon Agent; and upon any such registration of transferTransfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, Direct Registration Warrants shall be issued to the transferee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, either by manual or facsimile signature, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for Section 4, Warrant Certificates, as required pursuant to the purpose provisions of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereofthis Section 4.
(ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants Holder represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b, including, without limitation, for the purposes of (a) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled giving notices with respect to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement(b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(viv) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Holder thereof, at the Warrant Agent Office referred to in Section 20 hereof designated for such purpose (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form Form of assignment (or with respect to a Book-Entry WarrantAssignment and Transfer, only such completed form of assignment), hereto duly signed by the holder Holder thereof or by the duly appointed legal representative thereof or by a his attorney, duly authorized attorneyin writing, such signature to be guaranteed by an eligible guarantor institution a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the extent required by Warrant Agent; provided that at the request of a Specified Investor, the Company agrees to use commercially reasonable efforts to enter into an indemnification agreement in customary form, in favor of the Warrant Agent or Agent, in connection with the Depositarywaiver of any requirement to provide a signature guarantee in connection with any transfer of any Warrants by any Holder, provided further that any Holder requesting such a waiver contemporaneously enter into a customary indemnification agreement in favor of the Company to indemnify and hold harmless the Company for any losses it incurs as a direct result of the indemnity provided in favor of the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. No transfer of any Warrant prior to the Resale Restriction Termination Date will be registered by the Warrant Agent unless the applicable box on the Form of Assignment and Transfer has been checked.
(v) The Warrant Agent shall not undertake the duties and obligations of a transfer agent under this Agreement, including, without limitation, the duty to receive, issue or transfer the Warrant Shares.
(vi) Notwithstanding any provision to the contrary, no Warrants shall be sold, exchanged or otherwise transferred unless such sale, exchange or transfer would not otherwise violate the Communications Laws.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates and Definitive Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantsauthorized, in accordance with the provisions of Sections 3 and 4 hereof Section 3.4 and this Section 6 Article VI, to countersign such Global Warrant Certificates and Definitive Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article VI and for the purpose of any distribution of additional new Global Warrant Certificates or Definitive Warrant Certificates contemplated by Section 12 hereof.7.2 or additional Global Warrant Certificates or Definitive Warrant Certificates contemplated by Article V.
(ii) All Book-Entry Warrants Warrants, Global Warrant Certificates and Global Definitive Warrant Certificates issued upon any registration of transfer or exchange of Book-Book- Entry Warrants Warrants, Global Warrant Certificates or Global Definitive Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants Warrants, Global Warrant Certificates or Global Definitive Warrant Certificates surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants Holder for any registration, transfer or exchange exchange, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(bSection 6.1(b) and 6(fSection 6.1(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry WarrantsWarrants or Definitive Warrant Certificates, owners of beneficial interests in a Global Warrant Certificate Beneficial Holders will not be entitled to have any Warrants registered in their names, and will not receive or under no circumstances be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders Registered Holder thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(v) Subject to Sections 6(bSection 6.1(b), (c) and (d) hereof Section 6.1(c), Section 6.1(d), and this Section 6(h)6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants at delivery to the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”)Agent, duly endorsedat its office designated for such purpose, and accompanied by of a properly completed form of assignment (or with respect to a Book-Entry Warrant, only such completed substantially in the form of assignment)Exhibit C hereto, duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program and, in the case of a transfer of a Global Warrant Certificate or a Definitive Warrant Certificate, upon surrender to the extent required by the Warrant Agent of such Global Warrant Certificate or the DepositaryDefinitive Warrant Certificate, duly endorsed. Upon any such registration of transfer, a new Global Warrant Certificate, Definitive Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 1 contract
Sources: Warrant Agreement (Charter Communications Inc /Mo/)
Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, in accordance with the provisions of Sections 3 and 4 hereof Section 5 and this Section 6 6, Definitive Warrants and for Global Warrants as required pursuant to the purpose provisions of this Section 6. Notwithstanding anything to the contrary contained herein, the Company shall refuse to register any distribution transfer of additional Global Warrant Certificates contemplated by Section 12 hereofthe Warrants not made in accordance with Rule 144A, Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act; provided, however, that if a foreign law prevents the Company from refusing to register securities transfers, the Company shall implement other reasonable measures designed to prevent transfers of the Warrants not made in accordance with Rule 144A, Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act.
(iib) All Book-Entry Definitive Warrants and Global Warrant Certificates Warrants issued upon any registration of transfer or exchange of Book-Entry Definitive Warrants or Global Warrant Certificates Warrants shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement Agreement, as the Book-Entry Definitive Warrants or Global Warrant Certificates Warrants surrendered upon such registration of transfer or exchange.
(iiic) Prior to due presentment for registration of transfer of any Warrant, the Warrant Agent and the Company may deem and treat the person in whose name any Warrant is registered as the absolute owner of such Warrant and neither the Warrant Agent, nor the Company shall be affected by notice to the contrary.
(d) No service charge shall be made to a holder of Warrants Holder for any registration, registration of transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been madeexchange.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(v) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants at the Warrant Agent Office referred to in Section 20 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such completed form of assignment), duly signed by the holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to the extent required by the Warrant Agent or the Depositary. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 1 contract
Sources: Warrant Agreement (Simba Group Inc)
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, in accordance with the provisions of Sections 3 and 4 hereof and this S▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Certificates, as required pursuant to the provisions of this Section 6 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof4.
(ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants Holder represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b, including, without limitation, for the purposes of (a) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled giving notices with respect to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement(b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(viv) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, Certificates representing such Warrants or, in the case of Direct Registration Warrants (other than the transfer of Direct Registration Warrants on or about the Effective Date as contemplated by Section 3(b) hereof), upon the delivery by the registered Holder thereof, at the Warrant Agent Office referred to in Section 20 14 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (or with respect to a Book-Entry Warrantsubstantially in the form attached as Exhibit G, only such completed form of assignment)for VNR Common Unit Warrants, and Exhibit H, for VNR Preferred Unit Warrants and duly signed by the holder Holder thereof or by the duly appointed legal representative thereof or by a his or her attorney, duly authorized attorneyin writing, such signature to be guaranteed by an eligible guarantor institution a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the extent required by the Warrant Agent or the DepositaryAgent. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
(v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.
Appears in 1 contract
Sources: Warrant Agreement (Vanguard Natural Resources, Inc.)
Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantsauthorized, in accordance with the provisions of Sections 3 and 4 hereof Section 3.4 and this Section 6 Article VI, to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 7.2 or additional Global Warrant Certificates contemplated by Section 12 hereof.Article V.
(iib) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iiic) No service charge shall be made to a holder of Warrants Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(ivd) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b6.1(b) and 6(f(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate Beneficial Holders will not be entitled to have any Warrants registered in their names, and will not receive or under no circumstances be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders Registered Holder thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(ve) Subject to Sections 6(b6.1(b), (c) and (d) hereof ), and this Section 6(h)6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, if applicable, representing such Warrants at the Warrant Agent Office referred to Agent’s office as set forth in Section 20 hereof (the “Warrant Agent Office”)9.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignmentassignment substantially in the form of Exhibit C hereto), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to a participant in the extent required by Securities Transfer Agent Medallion Program, the Warrant Agent Stock Exchanges Medallion Program or the DepositaryNew York Stock Exchange, Inc. Medallion Signature Program. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantscountersign, either by manual or facsimile signature, in accordance with the provisions of Sections 3 and 4 hereof and this Section 6 and for 4, Warrant Certificates, as required pursuant to the purpose provisions of any distribution of additional Global Warrant Certificates contemplated by this Section 12 hereof4.
(ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants Holder represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b, including, without limitation, for the purposes of (a) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled giving notices with respect to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Warrant Agreement(b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(viv) Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Holder thereof, at the Warrant Agent Office referred to in Section 20 hereof designated for such purpose (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment (substantially in the form attached as Exhibit B-1 or B-2 with respect to a Book-Entry Warrantany Series A Warrants, only such completed form of assignment)as applicable, or Exhibits D-1 or D-2 with respect to Series B Warrants, as applicable, hereto duly signed by the holder Holder thereof or by the duly appointed legal representative thereof or by a his attorney, duly authorized attorneyin writing, such signature to be guaranteed by an eligible guarantor institution a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the extent required by the Warrant Agent or the DepositaryAgent. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
(v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of Common Stock.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrantsauthorized, in accordance with the provisions of Sections 3 and 4 hereof Section 3.4 and this Section 6 Article VI, to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 8.2 or additional Global Warrant Certificates contemplated by Section 12 hereof.Article V.
(ii) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange.
(iii) No service charge shall be made to a holder of Warrants Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.
(iv) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, may will be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b6.1(b) and 6(f(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate Beneficial Holders will not be entitled to have any Warrants registered in their names, and will not receive or under no circumstances be entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders Registered Holder thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate.
(v) Subject to Sections 6(b6.1(b), (c) and (d) hereof ), and this Section 6(h)6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any Book-Entry outstanding Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, ; upon surrender of the Global Warrant Certificates, if applicable, representing such Warrants at the Warrant Agent Office referred to Agent’s office as set forth in Section 20 hereof (the “Warrant Agent Office”)10.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignmentassignment substantially in the form of Exhibit C hereto), duly signed by the holder Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution to a participant in the extent required by Securities Transfer Agent Medallion Program, the Warrant Agent Stock Exchanges Medallion Program or the DepositaryNew York Stock Exchange, Inc. Medallion Signature Program. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee.
Appears in 1 contract