Agreement of Warrant Certificate Holders. Every holder of a Warrant Certificate by accepting the same consents and agrees with the Company and the Warrant Agent and with every other holder of a Warrant Certificate that:
(a) the Warrant Certificates are transferable only on the registry books of the Warrant Agent if surrendered at the principal office of the Warrant Agent, duly endorsed or accompanied by a proper instrument of transfer; and
(b) the Company and the Warrant Agent may deem and treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants evidenced thereby (notwithstanding any notations of ownership or writing on the Warrant Certificates made by anyone other than the Company or the Warrant Agent) for all purposes whatsoever, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Agreement of Warrant Certificate Holders. Every holder of a Warrant Certificate by accepting the same consents and agrees with the Company and the Warrant Agent and with every other holder of a Warrant Certificate that:
(a) transfer of the Warrant Certificates shall be registered on the books of the Company maintained for that purpose by the Warrant Agent only if surrendered at the Principal Office of the Warrant Agent, duly endorsed or accompanied by a proper instrument of transfer, with Signatures Guaranteed; and
(b) prior to due presentment for registration of transfer, the Company and the Warrant Agent may deem and treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants evidenced thereby (notwithstanding any notations of ownership or writing on the Warrant Certificates made by anyone other than the Company or the Warrant Agent) for all purposes whatsoever, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Agreement of Warrant Certificate Holders. The Warrant Holder by accepting same consents and agrees with the Company that:
(a) registration of transfer of this Warrant Certificate may be made only on the registry books of the Company if surrendered at the address of the Company, duly endorsed, or accompanied by a proper instrument of transfer; and
(b) the Company may deem and treat the person in whose name this Warrant Certificate is registered as the absolute owner thereof and of the Warrants evidenced hereby (notwithstanding any notations of ownership or writing on this Warrant Certificates made by anyone other than the Company) for all purposes whatsoever, and the Company shall not be affected by any notice to the contrary.
Agreement of Warrant Certificate Holders. Every holder of a Warrant Certificate, by accepting the same, consents and agrees with the Company and with every other holder of a Warrant Certificate that:
(a) transfer of the Warrant Certificates shall be registered on the books of the Company maintained for that purpose by the Company only if surrendered at the Principal Office of the Company, duly endorsed or accompanied by a proper instrument of transfer; and
(b) it will not transfer (and the Company shall not be required to register the transfer of) Warrants representing the right to acquire fewer than 100,000 shares of Common Stock (or, if less, the total number of Warrants held by such Warrant holder), except that (i) Odyssey, as the initial holder of the Warrants, may distribute (but the Company shall not be required to register the transfer resulting from such distribution) all or a portion of the Warrants to some or all of its partners and to those employees of Odyssey having an interest in the Warrants (and such partners and employees may transfer all, but not less than all of such Warrants to a third party, and so on) and (ii) as to any Warrants distributed pursuant to the foregoing clause (i), notice by the Company to Odyssey shall be deemed for all purposes hereof to be notice to the ultimate holder of such Warrant, and Odyssey shall satisfy such further notice obligations, if any, that it may have to such holder;
(c) in the event that the number of shares of Common Stock issuable upon exercise in full of all outstanding Warrants shall be fewer than 25,000, then within 90 days of such date (unless during such 90-day period such Warrants are exercised), the Company shall be entitled to redeem all, but not less than all, of the outstanding Warrants by payment to each holder of a Warrant of an amount in respect of such Warrant equal to the product of (A) the number of shares of Common Stock issuable upon exercise of such Warrants, multiplied by (B) an amount equal to the excess of (x) the Current Market Price for a share of Common Stock on the day preceding the date on which the Company shall give notice of redemption over (y) the Exercise Price for such share (whereupon such Warrants shall be deemed for all purposes hereof to cease to be outstanding); and
(d) prior to due presentment for registration of transfer, the Company may deem and treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants evidenced thereby (notwithstanding any...
Agreement of Warrant Certificate Holders. Every holder of a Warrant Certificate by accepting the same consents and agrees with the Company and the Warrant Agent and with every other holder of a Warrant Certificate that:
(a) the Warrant Certificates are transferable only on the registry books of the Warrant Agent if surrendered at the principal office of the Warrant Agent, duly endorsed or accompanied by a proper instrument of transfer and any reasonable evidence of authority that may be required by the Warrant Agent. Such evidence shall include a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association; and
(b) the Company and the Warrant Agent may deem and treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants evidenced thereby (notwithstanding any notations of ownership or writing on the Warrant Certificates made by anyone other than the Company or the Warrant Agent) for all purposes whatsoever, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Agreement of Warrant Certificate Holders. Every holder of a Warrant Certificate by accepting the same consents and agrees with the Company and the Warrant Agent and with every other holder of Warrant Certificates that:
9 13 (a) the Warrants are transferable only on the registry books of the Warrant Agent by the registered holder thereof in person or by his attorney duly authorized in writing, and only if surrendered at the principal office of the Warrant Agent, duly endorsed, or accompanied by a proper instrument of transfer satisfactory to the Warrant Agent and the Company in their sole discretion; and
Agreement of Warrant Certificate Holders. Every holder of a Warrant Certificate by accepting the same consents and agrees with the Company and the Warrant Agent and with every other holder of a Warrant Certificate that:
(a) transfer of the Warrant Certificates shall be registered on the Warrant register only if surrendered at the principal corporate trust office or agency of the Warrant Agent as set forth in Section 4 hereof, duly endorsed or accompanied by a proper instrument of transfer; and
(b) prior to due presentment for registration of transfer, the Company and the Warrant Agent may deem and treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants evidenced thereby (notwithstanding any notations of ownership or writing on the Warrant Certificates made by anyone other than the Company or the Warrant Agent) for all purposes whatsoever, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Agreement of Warrant Certificate Holders. Every holder of a Warrant Certificate by accepting the same consents and agrees with the Company and the Warrant Agent and with every other holder of a Warrant Certificate that:
(a) the Warrant Certificates are transferable only on the registry books of the Warrant Agent if surrendered at the principal office of the Warrant Agent, duly endorsed or accompanied by a proper instrument of transfer; and
(b) the Company and the Warrant Agent may deem and treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants evidenced thereby (notwithstanding any notations of ownership or writing on the Warrant Certificates made by anyone other than the Company or the Warrant Agent) for all purposes whatsoever, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Warrant Agent shall have any liability to any holder of a Warrant or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of the obligation.
Agreement of Warrant Certificate Holders. Every Holder of a Warrant Certificate by accepting the same consents and agrees with the Company and the Warrant Agent and with every other Holder of a Warrant Certificate that:
(a) the Warrant Certificates are transferable only on the Warrant register of the Warrant Agent and if surrendered at the principal office of the Warrant Agent or at its facility retained for such purpose at EquiServe Trust Company N.A., c/o EOTT Energy LLC, Transfer Operations, 150 Royal Street, Canton, MA, 02021, (781)575-2726, duly endoxxxx xx xxxxxxxxxxx xx xx xxxxxxxxxt of xxxxxxxx xn form and substance satisfactory to the Company and the Warrant Agent;
(b) the Company and the Warrant Agent may deem and treat the Person in whose name each Warrant Certificate is registered as the absolute owner in fact thereof and of the Warrants evidenced thereby (notwithstanding any notations of ownership or writing on the Warrant Certificates made by anyone other than the Company or the Warrant Agent) for all purposes whatsoever, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary;
(c) except as provided in Section 14, no Holder of a Warrant Certificate shall have the right to enforce, institute or maintain any suit, action or proceeding to enforce, or otherwise act in respect of, the Warrants; and
(d) the Warrant Agent is solely the agent of the Company hereunder.
Agreement of Warrant Certificate Holders. Every holder of a Warrant Certificate by accepting the same consents and agrees with the Company and with every other holder of a Warrant Certificate that:
(a) the Warrant Certificates are transferable only on the registry books of the Company if surrendered at the Designated Office, duly endorsed or accompanied by a proper instrument of transfer; and
(b) the Company may deem and treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants evidenced thereby (notwithstanding any notations of ownership or writing on the Warrant Certificates made by anyone other than the Company) for all purposes whatsoever, and the Company shall not be affected by any notice to the contrary.
