thereunder. THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) TO A PERSON THAT IS A "QUALIFIED PURCHASER" (AS DEFINED IN SECTION 2(A)(51) OF THE 1940 ACT) THAT, PRIOR TO SUCH TRANSFER DELIVERS A CERTIFICATION TO THAT EFFECT AND THAT IS ALSO EITHER (1) A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) (AN "IAI") THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN IAI, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, AND THAT PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE WARRANT AGENT A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT REFERRED TO HEREIN AND THE TERMS OF THE REGISTRATION RIGHTS AND PARTNERS' AGREEMENT RELATING TO THE WARRANTS, AND WHICH IN ANY SUCH CASE MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE 1940 ACT EXEMPTION AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH TRANSFEREE OF THIS SECURITY WILL BE REQUIRED TO DELIVER TO THE WARRANT AGENT A TRANSFER CERTIFICATE, MAKING THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE COMPANY, THE WARRANT AGENT OR ANY INTERMEDIARY. ANY TRANSFER OF THIS SECURITY WILL BE SUBJECT TO COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE REGISTRATION RIGHTS AND PARTNERS' AGREEMENT RELATING TO THE WARRANTS. A COPY OF SUCH AGREEMENT IS AVAILABLE FROM THE COMPANY. SUCH AGREEMENT IMPOSES OBLIGATIONS UPON THE OWNER OF THIS SECURITY. No. ______ _________ Warrants WARRANT CUSIP No.: UNIT CUSIP No.: This Warrant Certificate certifies that , or registered assigns, is the registered holder of Warrants (the "Warrants") to purchase shares of Common Stock (the "Common Stock"), of PETRO WARRANT HOLDINGS CORPORATION, a Delaware corporation (the "Company"). Each Warrant entitles the holder to receive from the Company upon the date an Exchange Event occurs (the "Exchange Date"), one fully paid and non-assessable share of Common Stock (a "Share" for no additional consideration, subject to the conditions set forth herein and in the Warrant Agreement. No Warrant may be exchanged before the Exchange Date. Reference is hereby made to the further provisions on the reverse hereof which provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. THIS WARRANT CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF. WITNESS the signatures of the Company's duly authorized officers. Dated July , 1999: PETRO WARRANT HOLDINGS CORPORATION By____________________________ Name: Title: By____________________________ Name: Title: Certificate of Countersignature: This is one of the Warrants referred to in the within mentioned Warrant Agreement: STATE STREET BANK AND TRUST COMPANY, as Warrant Agent By_________________________ Authorized Signatory [FORM OF WARRANT CERTIFICATE] [REVERSE]
Appears in 1 contract
thereunder. THIS THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY NOT BE OFFERED, SOLDRESOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT ONLY (A1)(a) INSIDE THE UNITED STATES TO A PERSON THAT IS A "QUALIFIED PURCHASER" (AS DEFINED IN SECTION 2(A)(51) OF THE 1940 ACT) THAT, PRIOR TO SUCH TRANSFER DELIVERS A CERTIFICATION TO THAT EFFECT AND THAT IS ALSO EITHER (1) A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR 144A, (2b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1501(a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e) IN ACCORDANCE WITH ALL ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), (2) TO THE ISSUERS OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OR ANY OTHER APPLICABLE JURISDICTION. JURISDICTION AND (B) THE HOLDER WILL, AND EACH TRANSFEREE SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THIS THE SECURITY WILL BE REQUIRED TO DELIVER TO EVIDENCED HEREBY OF THE WARRANT AGENT A TRANSFER CERTIFICATE, MAKING THE REPRESENTATIONS AND AGREEMENTS RESALE RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE COMPANY, THE WARRANT AGENT OR ANY INTERMEDIARY. ANY TRANSFER OF THIS SECURITY WILL BE SUBJECT TO COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE REGISTRATION RIGHTS AND PARTNERS' AGREEMENT RELATING TO THE WARRANTS. A COPY OF SUCH AGREEMENT IS AVAILABLE FROM THE COMPANY. SUCH AGREEMENT IMPOSES OBLIGATIONS UPON THE OWNER OF THIS SECURITY. No. ______ _________ Warrants WARRANT CUSIP No(A) ABOVE.: UNIT CUSIP No.: This Warrant Certificate certifies that , or registered assigns, is the registered holder of Warrants (the "Warrants") to purchase shares of Common Stock (the "Common Stock"), of PETRO WARRANT HOLDINGS CORPORATION, a Delaware corporation (the "Company"). Each Warrant entitles the holder to receive from the Company upon the date an Exchange Event occurs (the "Exchange Date"), one fully paid and non-assessable share of Common Stock (a "Share" for no additional consideration, subject to the conditions set forth herein and in the Warrant Agreement. No Warrant may be exchanged before the Exchange Date. Reference is hereby made to the further provisions on the reverse hereof which provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. THIS WARRANT CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF. WITNESS the signatures of the Company's duly authorized officers. Dated July , 1999: PETRO WARRANT HOLDINGS CORPORATION By____________________________ Name: Title: By____________________________ Name: Title: Certificate of Countersignature: This is one of the Warrants referred to in the within mentioned Warrant Agreement: STATE STREET BANK AND TRUST COMPANY, as Warrant Agent By_________________________ Authorized Signatory [FORM OF WARRANT CERTIFICATE] [REVERSE]
Appears in 1 contract
thereunder. THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) TO A PERSON THAT IS A "QUALIFIED PURCHASER" (AS DEFINED IN SECTION 2(A)(51) OF THE 1940 ACT) THAT, PRIOR TO SUCH TRANSFER DELIVERS A CERTIFICATION TO THAT EFFECT AND THAT IS ALSO EITHER (1) A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) (AN "IAI") THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN IAI, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, AND THAT PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE WARRANT AGENT A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT REFERRED TO HEREIN AND THE TERMS OF THE REGISTRATION RIGHTS AND PARTNERS' AGREEMENT RELATING TO THE WARRANTSTHIS SECURITY, AND WHICH IN ANY SUCH CASE MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE 1940 ACT EXEMPTION AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH TRANSFEREE OF THIS SECURITY WILL BE REQUIRED TO DELIVER TO THE WARRANT AGENT A TRANSFER CERTIFICATE, MAKING THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE COMPANY, THE WARRANT AGENT OR ANY INTERMEDIARY. ANY TRANSFER OF THIS SECURITY WILL BE SUBJECT TO COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE REGISTRATION RIGHTS AND PARTNERS' AGREEMENT RELATING TO THE WARRANTS. A COPY OF SUCH AGREEMENT IS AVAILABLE FROM THE COMPANY. SUCH AGREEMENT IMPOSES OBLIGATIONS UPON ON THE OWNER OF THIS SECURITY. No. ______ _________ Warrants WARRANT CUSIP No.: UNIT CUSIP No.: This Warrant Certificate certifies that , or registered assigns, is the registered holder of Warrants (the "Warrants") to purchase shares of Common Stock (the "Common Stock"), of PETRO WARRANT HOLDINGS CORPORATION, a Delaware corporation (the "Company"). Each Warrant entitles the holder to receive from the Company upon the date an Exchange Event occurs (the "Exchange Date"), one fully paid and non-assessable share of Common Stock (a "Share" for no additional consideration, subject to the conditions set forth herein and in the Warrant Agreement. No Warrant may be exchanged before the Exchange Date. Reference is hereby made to the further provisions on the reverse hereof which provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. THIS WARRANT CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF. WITNESS the signatures of the Company's duly authorized officers. Dated July , 1999: PETRO WARRANT HOLDINGS CORPORATION By____________________________ Name: Title: By____________________________ Name: Title: Certificate of Countersignature: This is one of the Warrants referred to in the within mentioned Warrant Agreement: STATE STREET BANK AND TRUST COMPANY, as Warrant Agent By_________________________ Authorized Signatory [FORM OF WARRANT CERTIFICATE] [REVERSE]
Appears in 1 contract