Agreement of Holder. The Holder, by acceptance hereof, consents and agrees with the Company and the Warrant Agent, if any, that: (a) This Warrant is transferable only on the registry books of the Company or the Warrant Agent by the Holder thereof in person or by its attorney duly authorized in writing and only if this Warrant is surrendered at the office of the Company or the Warrant Agent duly endorsed or accompanied by a proper instrument of transfer satisfactory to the Company and the Warrant Agent in their sole discretion, together with payment of any applicable transfer taxes. (b) The Company and any Warrant Agent may deem and treat the person in whose name this Warrant is registered as the Holder and as the absolute, true and lawful owner of the Warrants represented thereby for all purposes, and none of the Company or the Warrant Agent shall be affected by any notice or knowledge to the contrary, except as otherwise expressly provided in Section 4 hereof. (c) This Warrant shall be subject in all respects to the terms and conditions set forth in any amended warrant certificate upon the issuance thereof or in any Warrant Agreement entered into by the Company as permitted pursuant to Section 10 hereof upon the execution thereof and, in either such case, upon the mailing by the Company of notice of the amendment of the terms and conditions of this Warrant. In the event of the execution of any such Warrant Agreement, a true copy thereof shall be promptly mailed by the Company to the Holder. (d) The Holder shall execute all such further instruments and documents and take such further action as the Company may reasonably require in order to effectuate the terms and purposes of this Warrant. (e) The Holder shall execute a counterpart to the Shareholders' Agreement promptly upon exercise of this Warrant.
Appears in 2 contracts
Samples: Warrant Agreement (Picis Inc), Warrant Agreement (Picis Inc)
Agreement of Holder. The Holder, by acceptance hereof, consents and agrees with the Company and the any Warrant Agent, if any, Agent that:
(a) This Warrant is The Warrants are transferable only on the registry books of the Company or the Warrant Agent by the Holder thereof in person or by its his attorney duly authorized in writing and only if this Warrant is the warrant certificates representing such Warrants are surrendered at the office of the Company or the Warrant Agent Agent, if any, duly endorsed or accompanied by a proper instrument of transfer satisfactory to the Company and the Warrant Agent Agent, if any, in their sole discretion, together with payment of any applicable transfer taxes.;
(b) The Company and any Warrant Agent may deem and treat the person in whose name this Warrant the warrant certificate is registered as the Holder and as the absolute, true and lawful owner of the Warrants represented thereby for all purposes, and none of neither the Company or nor the Warrant Agent shall be affected by any notice or knowledge to the contrary, except as otherwise expressly provided in Section 4 10 hereof.;
(c) This Each Warrant shall be subject in all respects to the terms and conditions set forth in any amended warrant certificate upon the issuance thereof or in any Warrant Agreement entered into by the Company as permitted pursuant to Section 10 11 hereof upon the execution thereof and, in either such case, upon the mailing by the Company of notice of the amendment of the terms and conditions of this Warrant. In the event of the execution of any such Warrant Agreement, a true copy thereof shall be promptly mailed by the Company to the Holder.; and
(d) The Holder shall execute all such further instruments and documents and take such further action as the Company may reasonably require in order to effectuate the terms and purposes of this Warrant.
(e) The Holder shall execute a counterpart to the Shareholders' Agreement promptly upon exercise of this Warrant.
Appears in 1 contract
Samples: Investment Agreement (Franklin Ophthalmic Instruments Co Inc)
Agreement of Holder. The Holder, by acceptance hereof, consents and agrees with the Company and the Company, any Warrant Agent, if any, and any Transfer Agent that:
(a) This Warrant is transferable only on the registry books of the Company Company, the Transfer Agent or the Warrant Agent by the Holder thereof in person or by its attorney duly authorized in writing and only if the warrant certificates representing this Warrant is are surrendered at the office of the Company or the Warrant Agent Agent, if any, duly endorsed or accompanied by a proper instrument of transfer satisfactory to the Company and the Warrant Agent Agent, if any, in their sole discretion, together with payment of any applicable transfer taxes.;
(b) The Company and any Warrant Agent may deem and treat the person in whose name this Warrant the warrant certificate is registered as the Holder and as the absolute, true and lawful owner of the Warrants represented thereby for all purposes, and none of the Company Company, the Transfer Agent or the Warrant Agent shall be affected by any notice or knowledge to the contrary, except as otherwise expressly provided in Section 4 5 hereof.;
(c) This Warrant shall be subject in all respects to the terms and conditions set forth in any amended warrant certificate upon the issuance thereof or in any Warrant Agreement entered into by the Company as permitted pursuant to Section 10 11 hereof upon the execution thereof and, in either such case, upon the mailing by the Company of notice of the amendment of the terms and conditions of this Warrant. In the event of the execution of any such Warrant Agreement, a true copy thereof shall be promptly mailed by the Company to the Holder.;
(d) The Holder shall execute all such further instruments and documents and take such further action as the Company may reasonably require in order to effectuate the terms and purposes of this Warrant.
(e) The Holder shall execute a counterpart to the Shareholders' Agreement promptly upon exercise of this Warrant.
Appears in 1 contract
Samples: Warrant Agreement (U S Realtel Inc)