Transfer and Exchange of Warrant Certificates Clause Samples

Transfer and Exchange of Warrant Certificates. (a) Warrant Certificates evidencing Restricted Securities and only such Warrant Certificates will bear a legend in substantially the following form: NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (b) Following the transfer or exchange of a Restricted Security or Securities (other than pursuant to an effective registration statement under the Securities Act) the transferor of such Restricted Security or Securities shall, upon request of the Company, deliver to the Company an opinion of counsel, in substance reasonably satisfactory to the Company, to the effect that such Restricted Security to be issued upon such transfer or exchange may be so issued without the foregoing legend. (c) Subject to paragraph (a) above, the Warrant Agent shall register the transfer of all or any whole number of Warrants covered by any outstanding Warrant Certificate in the Warrant Register upon surrender at the Warrant Agent's Office of Warrant Certificates accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company and the Warrant Agent, duly executed by the registered Warrant holder or his attorney duly authorized in writing. Upon any such registration of transfer a new Warrant Certificate shall be countersigned by the Warrant Agent and issued to the transferee and the surrendered Warrant Certificate shall promptly be canceled by the Warrant Agent. Warrant Certificates may be exchanged at the option of the holder thereof, upon surrender, properly endorsed by the registered holders, at the Warrant Agent's Office, with written instructions, for other Warrant Certificates countersigned by the Warrant Agent representing in the aggregate a like number of Warrants. The Company or the Warrant Agent may require the payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such exchange or transfer.

Transfer and Exchange of Warrant Certificates. When Warrant Certificates are presented to the Warrant Agent with a request: (i) to register the transfer of the Warrant Certificates; or (ii) to exchange such Warrant Certificates for an equal number of Warrant Certificates of other authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested if the requirements under this Agreement as set forth in this Section 2.3 for such transactions are met; provided, however, that the Warrant Certificates presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in the form of Exhibit B hereto and satisfactory to the Company, duly executed by the Holder thereof or by his attorney, duly authorized in writing, accompanied by a signature guarantee and such other documentation as the Warrant Agent may reasonably request.

Transfer and Exchange of Warrant Certificates. SECTION 6.1. WARRANT REGISTER;

Transfer and Exchange of Warrant Certificates. When Warrant Certificates are presented to the Company with a request to register the transfer of such Warrant Certificates or to exchange such Warrant Certificates for an equal number of Warrant Certificates of other authorized denominations, the Company shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; PROVIDED, HOWEVER, that the Warrant Certificates surrendered for transfer or exchange: (i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company, duly executed by the Holder thereof or his attorney duly authorized in writing; and (ii) in the case of Warrant Certificates that are Transfer Restricted Securities, shall be accompanied by the following additional information and documents: (1) a certificate from such Holder in substantially the form of Exhibit B hereto certifying that:

Transfer and Exchange of Warrant Certificates. The Warrant Agent, from time to time, shall register the transfer of any outstanding Warrant Certificates in the Warrant Register upon surrender at the office or agency maintained in The City of New York for such purpose or at the principal office of the Warrant Agent (or successor Warrant

Transfer and Exchange of Warrant Certificates. The Warrant Agent shall from time to time register the transfer of any outstanding Warrants represented by Warrant Certificates in the Warrant Register, upon delivery to the Warrant Agent, at the Warrant Agent Office, of (i) a properly completed form of assignment, in the form attached hereto in Exhibit A-1, duly signed by the 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 Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program at a guarantee level reasonably acceptable to the Company’s Transfer Agent (as defined below), (ii) a written order of the Company signed by an Appropriate Officer authorizing such transfer, and (iii) the Warrant Certificate(s) presented for surrender and transfer, duly endorsed. Upon any such registration of transfer, (x) the Warrant Certificate(s) presented for transfer shall be cancelled by the Warrant Agent, with such cancelled Warrant Certificate(s) to be disposed of by or at the direction of the Company in accordance with applicable law, and (y) the Company shall issue, and the Warrant Agent shall countersign and deliver, a new Warrant Certificate representing the appropriate number of Warrants to the transferee.

Transfer and Exchange of Warrant Certificates. When Warrant --------------------------------------------- Certificates are presented to the Warrant Agent with a request to register the transfer of the Warrant Certificates, the Warrant Agent shall register the transfer as requested if the requirements under this Agreement as set forth in this Section 5.02 for such transaction are met; provided that the Warrant Certificates presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Warrant Agent, duly executed by the Holder or his attorney duly authorized in writing.

Transfer and Exchange of Warrant Certificates. Section 2.5 Lost, Stolen, Mutilated or Destroyed Warrant Certificates. . . . . . . . . . . . . . . . . . . 6

Transfer and Exchange of Warrant Certificates. The Warrant Agent, from time to time, shall register the transfer in whole or in part of any outstanding Warrant Certificates in the Warrant Register upon surrender at the Warrant Agent's Office of Warrant Certificates accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company and the Warrant Agent, duly executed by the registered warrantholder or his attorney duly authorized in writing. Upon any such registration of transfer, a new Warrant Certificate shall be countersigned by the Warrant Agent and issued to the transferee and the surrendered Warrant Certificate shall promptly be canceled by the Warrant Agent. Warrant Certificates may be exchanged at the option of the holder thereof, upon surrender, properly endorsed at the Warrant Agent's Office, with written instructions, for other Warrant Certificates countersigned by the Warrant Agent representing in the aggregate a like number of Warrants. The Company or the Warrant Agent may require the payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such exchange or transfer.