Common use of Transfer and Exchange of Global Warrants Clause in Contracts

Transfer and Exchange of Global Warrants. (i) The transfer and exchange of Global Warrants or beneficial interests therein shall be effected through the book-entry system maintained by Depositary, in accordance with this Agreement and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Warrant (or the relevant Agent Member on behalf of such transferor) shall deliver to the Warrant Agent a written order given in accordance with the Depositary’s procedures containing information regarding the account of the Agent Member to be credited with a beneficial interest in the Global Warrant. The Warrant Agent shall, in accordance with such instructions, instruct the Depositary to credit to the account of the Agent Member specified in such instructions a beneficial interest in the Global Warrant and to debit the account of the Agent Member making the transfer of the beneficial interest in the Warrant being transferred. (ii) Notwithstanding any other provisions of this Agreement (other than the provisions set forth in Section 2.05), a Global Warrant may only be transferred as a whole, and not in part, and only by (i) the Depositary to a nominee of the Depositary, (ii) a nominee of the Depositary to the Depositary or another nominee of the Depositary or (iii) the Depositary or any such nominee to a successor Depositary or its nominee. (iii) In the event that a Global Warrant is exchanged and transferred for Definitive Warrants pursuant to Section 2.05, such Warrants may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.04 and the requirements of any Warrant Certificate and such other procedures as may from time to time be adopted by the Company that are not inconsistent with the terms of this Agreement or of any Warrant Certificate.

Appears in 3 contracts

Sources: Warrant Agreement (Sears Holdings Corp), Warrant Agreement (Sears Holdings Corp), Warrant Agreement (J P Morgan Chase & Co)

Transfer and Exchange of Global Warrants. (i) The transfer and exchange of the beneficial interests in Global Warrants or beneficial interests therein shall be effected through the book-entry system maintained by DepositaryDepository, in accordance with this Agreement and (including applicable restrictions on transfer set forth in this Agreement), the procedures of the Depositary thereforDepository therefor and in accordance with Applicable Law. A transferor of a beneficial interest in a Global Warrant (or the relevant Agent Member on behalf of such transferor) shall deliver to the Warrant Agent a written order given in accordance with the DepositaryDepository’s procedures containing information regarding the participant account of the Agent Member Depository to be credited with a beneficial interest in the Global Warrant. The Warrant Agent shall, in accordance with such instructions, instruct the Depositary Depository to credit to the account of the Agent Member Person specified in such instructions a beneficial interest in the Global Warrant and to debit the account of the Agent Member Person making the transfer of the beneficial interest in the Global Warrant being transferred. (ii) Notwithstanding any other provisions of this Agreement (other than the provisions set forth in Section 2.05), a beneficial interest in a Global Warrant may only not be transferred as a whole, and not in part, and only whole except by (i) the Depositary Depository to a nominee of the Depositary, (ii) Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary Depository or (iii) by the Depositary Depository or any such nominee to a successor Depositary Depository or its nomineea nominee of such successor Depository. (iii) In the event that a Global Warrant is exchanged and transferred for Definitive Warrants in definitive registered form pursuant to Section 2.05, such Warrants may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.04 and the requirements of any Warrant Certificate and such other procedures as may from time to time be adopted by the Company that are not inconsistent as well as in accordance with the terms of this Agreement or of any Warrant CertificateApplicable Law.

Appears in 3 contracts

Sources: Warrant Agreement (Alion - BMH CORP), Warrant Agreement (Washington Consulting, Inc.), Warrant Agreement (Washington Consulting, Inc.)

Transfer and Exchange of Global Warrants. (i) The transfer and exchange of Global Warrants or beneficial interests therein shall be effected through the book-entry system maintained by Depositary, in accordance with this Agreement and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Warrant (or the relevant Agent Member on behalf of such transferor) shall deliver to the Warrant Agent a written order given in accordance with the Depositary’s procedures containing information regarding the account of the Agent Member to be credited with a beneficial interest in the Global Warrant. The Warrant Agent shall, in accordance with such instructions, instruct the Depositary to credit to the account of the Agent Member specified in such instructions a beneficial interest in the Global Warrant and to debit the account of the Agent Member making the transfer of the beneficial interest in the Unit Warrant being transferred. (ii) Notwithstanding any other provisions of this Agreement (other than the provisions set forth in Section 2.05), a Global Warrant may only be transferred as a whole, and not in part, and only by (i) the Depositary to a nominee of the Depositary, (ii) a nominee of the Depositary to the Depositary or another nominee of the Depositary or (iii) the Depositary or any such nominee to a successor Depositary or its nominee. (iii) In the event that a Global Warrant is exchanged and transferred for Definitive Warrants pursuant to Section 2.05, such Unit Warrants may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.04 and the requirements of any Warrant Certificate and such other procedures as may from time to time be adopted by the Company that are not inconsistent with the terms of this Agreement or of any Warrant Certificate.

Appears in 2 contracts

Sources: Warrant Agreement (Central European Media Enterprises LTD), Warrant Agreement (Central European Media Enterprises N.V.)

Transfer and Exchange of Global Warrants. (i) The transfer and exchange of Global Warrants or beneficial interests therein shall be effected through the book-entry system maintained by DepositaryDepository, in accordance with this Warrant Agreement (including applicable restrictions on transfer set forth herein) and the procedures of the Depositary Depository therefor. A transferor of a beneficial interest in a Global Warrant (or the relevant Agent Member on behalf of such transferor) shall deliver to the Warrant Agent a written order signed by two Officers of the Company and given in accordance with the DepositaryDepository’s procedures containing information regarding the participant account of the Agent Member Depository to be credited with a beneficial interest in the Global Warrant. The Warrant Agent shall, in accordance with such instructions, instruct the Depositary Depository to credit to the account of the Agent Member Person specified in such instructions a beneficial interest in the Global Warrant and to debit the account of the Agent Member Person making the transfer of the beneficial interest in the Global Warrant being transferred. (ii) Notwithstanding any other provisions of this Warrant Agreement (other than the provisions set forth in Section 2.05), a Global Warrant may only not be transferred as a whole, and not in part, and only whole except by (i) the Depositary Depository to a nominee of the Depositary, (ii) Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary Depository or (iii) by the Depositary Depository or any such nominee to a successor Depositary Depository or its nomineea nominee of such successor Depository. (iii) In the event that a Global Warrant is exchanged and transferred for Definitive Warrants in definitive registered form pursuant to Section 2.05, such Warrants may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.04 and the requirements of any Warrant Certificate and such other procedures as may from time to time be adopted by the Company that are not inconsistent with the terms of this Agreement or of any Warrant CertificateCompany.

Appears in 1 contract

Sources: Warrant Agreement (Mercer International Inc.)

Transfer and Exchange of Global Warrants. (i) The transfer and exchange of the beneficial interests in Global Warrants or beneficial interests therein shall be effected through the book-entry system maintained by DepositaryDepository, in accordance with this Agreement and (including applicable restrictions on transfer set forth in this Agreement), the procedures of the Depositary thereforDepository therefor and in accordance with Applicable Law. A transferor of a beneficial interest in a Global Warrant (or the relevant Agent Member on behalf of such transferor) shall deliver to the Warrant Agent a written order given in accordance with the DepositaryDepository’s procedures containing information regarding the participant account of the Agent Member Depository to be credited with a beneficial interest in the Global Warrant. The Warrant Agent shall, in accordance with such instructions, instruct the Depositary to credit to the account of the Agent Member specified in such instructions a beneficial interest in the Global Warrant and to debit the account of the Agent Member making the transfer of the beneficial interest in the Warrant being transferred. (ii) Notwithstanding any other provisions of this Agreement (other than the provisions set forth in Section 2.05), a beneficial interest in a Global Warrant may only not be transferred as a whole, and not in part, and only whole except by (i) the Depositary Depository to a nominee of the Depositary, (ii) Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary Depository or (iii) by the Depositary Depository or any such nominee to a successor Depositary Depository or its nomineea nominee of such successor Depository. (iii) In the event that a Global Warrant is exchanged and transferred for Definitive Certificated Warrants pursuant to Section 2.05, such Warrants may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.04 and the requirements of any Warrant Certificate and such other procedures as may from time to time be adopted by the Company that are not inconsistent as well as in accordance with the terms of this Agreement or of any Warrant Certificate.Applicable Law. (b)

Appears in 1 contract

Sources: Warrant Agreement (Alion Science & Technology Corp)

Transfer and Exchange of Global Warrants. (i) The transfer and exchange of the beneficial interests in Global Warrants or beneficial interests therein shall be effected through the book-entry system maintained by DepositaryDepository, in accordance with this Agreement and (including applicable restrictions on transfer set forth in this Agreement), the procedures of the Depositary thereforDepository therefor and in accordance with Applicable Law. A transferor of a beneficial interest in a Global Warrant (or the relevant Agent Member on behalf of such transferor) shall deliver to the Warrant Agent a written order given in accordance with the DepositaryDepository’s procedures containing information regarding the participant account of the Agent Member Depository to be credited with a beneficial interest in the Global Warrant. The Warrant Agent shall, in accordance with such instructions, instruct the Depositary to credit to the account of the Agent Member specified in such instructions a beneficial interest in the Global Warrant and to debit the account of the Agent Member making the transfer of the beneficial interest in the Warrant being transferred. (ii) Notwithstanding any other provisions of this Agreement (other than the provisions set forth in Section 2.05), a beneficial interest in a Global Warrant may only not be transferred as a whole, and not in part, and only whole except by (i) the Depositary Depository to a nominee of the Depositary, (ii) Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary Depository or (iii) by the Depositary Depository or any such nominee to a successor Depositary Depository or its nomineea nominee of such successor Depository. (iii) In the event that a Global Warrant is exchanged and transferred for Definitive Certificated Warrants pursuant to Section 2.05, such Warrants may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.04 and the requirements of any Warrant Certificate and such other procedures as may from time to time be adopted by the Company that are not inconsistent as well as in accordance with the terms of this Agreement or of any Warrant CertificateApplicable Law.

Appears in 1 contract

Sources: Warrant Agreement (Alion Science & Technology Corp)

Transfer and Exchange of Global Warrants. (i) The transfer and exchange of Global Warrants or beneficial interests therein shall be effected through the book-entry system maintained by DepositaryDepository, in accordance with this Agreement (including applicable restrictions on transfer set forth herein) and the procedures of the Depositary Depository therefor. A transferor of a beneficial interest in a Global Warrant (or the relevant Agent Member on behalf of such transferor) shall deliver to the Warrant Agent a written order given in accordance with the DepositaryDepository’s procedures containing information regarding the participant account of the Agent Member Depository to be credited with a beneficial interest in the Global Warrant. The Warrant Agent shall, in accordance with such instructions, instruct the Depositary Depository to credit to the account of the Agent Member Person specified in such instructions a beneficial interest in the Global Warrant and to debit the account of the Agent Member Person making the transfer of the beneficial interest in the Global Warrant being transferred. (ii) Notwithstanding any other provisions of this Agreement (other than the provisions set forth in Section 2.05), a Global Warrant may only not be transferred as a whole, and not in part, and only whole except by (i) the Depositary Depository to a nominee of the Depositary, (ii) Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary Depository or (iii) by the Depositary Depository or any such nominee to a successor Depositary Depository or its nomineea nominee of such successor Depository. (iii) In the event that a Global Warrant is exchanged and transferred for Definitive Warrants in definitive registered form pursuant to Section 2.05, such Warrants may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.04 and the requirements of any Warrant Certificate and such other procedures as may from time to time be adopted by the Company that are not inconsistent with the terms of this Agreement or of any Warrant CertificateCompany.

Appears in 1 contract

Sources: Warrant Agreement (Wci Communities Inc)

Transfer and Exchange of Global Warrants. (i) The transfer and exchange of Global Warrants or beneficial interests therein shall be effected through the book-entry system maintained by Depositary, in accordance with this Agreement (including applicable restrictions on transfer set forth herein) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Warrant (or the relevant Agent Member on behalf of such transferor) shall deliver to the Warrant Agent a written order given in accordance with the Depositary’s 's procedures containing information regarding the participant account of the Agent Member Depositary to be credited with a beneficial interest in the Global Warrant. The Warrant Agent shall, in accordance with such instructions, instructions instruct the Depositary to credit to the account of the Agent Member Person specified in such instructions a beneficial interest in the Global Warrant and to debit the account of the Agent Member Person making the transfer of the beneficial interest in the Global Warrant being transferred. (ii) Notwithstanding any other provisions of this Agreement (other than the provisions set forth in Section 2.05), a Global Warrant may only not be transferred as a whole, and not in part, and only whole except by (i) the Depositary to a nominee of the Depositary, (ii) Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or (iii) by the Depositary or any such nominee to a successor Depositary or its nomineea nominee of such successor Depositary. (iii) In the event that a Global Warrant is exchanged and transferred for Definitive Warrants in definitive registered form pursuant to Section 2.052.05 or Section 2.08, prior to the effectiveness of a Warrant Shelf Registration Statement with respect to such Warrants, such Warrants may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.04 and (including the certification requirements set forth on the reverse of any Warrant Certificate the Warrants intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Company that are not inconsistent with the terms of this Agreement or of any Warrant CertificateCompany.

Appears in 1 contract

Sources: Warrant Agreement (Intersil Corp)