Common use of Certification by the Warrant Agent Clause in Contracts

Certification by the Warrant Agent. 2.6.1 No Warrant Certificate shall be considered issued and Authenticated or, if Authenticated, shall be valid for any purpose or entitle the Holder thereof to the benefits of this Indenture until it has been Authenticated by manual signature by or on behalf of the Warrant Agent by its authorized signing officers substantially in the form set out in Schedule “A” (in respect of Long-Term Warrants) or Schedule “B” (in respect of Short-Term Warrants) and such certification by the Warrant Agent upon any such Warrant Certificate shall be conclusive evidence as against the Corporation that the said Warrant Certificate so certified has been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture. 2.6.2 The Authentication of the Warrant Agent on the Warrant Certificates issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or the Warrant Certificates (except the due Authentication thereof), or as to the performance by the Corporation of its obligations hereunder, and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrant Certificates or any of them or of the consideration therefor except, as otherwise specified herein. 2.6.3 Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and applicable Securities Laws, validly entitle the Holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture. 2.6.4 No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the Holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture. 2.6.5 The Authentication of the Warrant Agent of any Uncertificated Warrants issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or such Warrants (except the due Authentication thereof), or as to the performance by the Corporation of its obligations hereunder, and the Warrant Agent shall in no respect be liable or answerable for the use made of such Warrants or any of them or of the consideration therefor except, as otherwise specified herein.

Appears in 1 contract

Samples: Warrant Indenture (Dragonwave Inc)

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Certification by the Warrant Agent. 2.6.1 2.7.1 No Warrant Certificate shall be considered issued and Authenticated or, if Authenticatedissued, shall be valid for any purpose or entitle the Holder thereof holder to the benefits of this Indenture benefit hereof until it has been Authenticated certified by manual signature by or on behalf of the Warrant Agent by its authorized signing officers substantially in the form set out in Schedule “A” (in respect of Long-Term Warrants) or Schedule “B” (in respect of Short-Term Warrants) the Warrant Certificate, and such certification by the Warrant Agent upon any such Warrant Certificate shall be conclusive evidence as against the Corporation that the said Warrant Certificate so certified has been duly issued hereunder and that the holder thereof is entitled to the benefits hereof.‌ 2.7.2 No Uncertificated Warrant shall be issued or, if issued, shall be valid for any purpose or entitle the holder to the benefit hereof until it has been certified by the Warrant Agent, once its Internal Procedures have been completed (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such certification shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling, absent manifest error, and such Uncertificated Warrants are binding on the Corporation. 2.6.2 2.7.3 The Authentication certification of the Warrant Agent on the Warrant Certificates and/or Uncertificated Warrants issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or the Warrant Certificates (except the due Authentication certification thereof), ) or as to the performance by the Corporation of its obligations hereunderunder this Indenture, and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrant Certificates or any of them or of the consideration therefor except, except as otherwise specified herein. 2.6.3 Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and applicable Securities Laws, validly entitle the Holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture. 2.6.4 No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the Holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture. 2.6.5 The Authentication of the Warrant Agent of any Uncertificated Warrants issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or such Warrants (except the due Authentication thereof), or as to the performance by the Corporation of its obligations hereunder, and the Warrant Agent shall in no respect be liable or answerable for the use made of such Warrants or any of them or of the consideration therefor except, as otherwise specified herein.herein.‌‌

Appears in 1 contract

Samples: Warrant Indenture

Certification by the Warrant Agent. 2.6.1 No Warrant Certificate shall be considered issued and Authenticated or, if Authenticatedissued, shall be valid for any purpose or entitle the Holder thereof registered holder to the benefits of this Indenture benefit hereof or thereof until it has been Authenticated or certified by manual signature by or on behalf of the Warrant Agent by its authorized signing officers substantially in the form set out in Schedule “A” (in respect of Long-Term Warrants) or Schedule “B” (in respect of Short-Term Warrants) Agent, and such Authentication or certification by the Warrant Agent upon any such Warrant Certificate shall be conclusive evidence as against the Corporation Company that the said Warrant Certificate so Authenticated or certified has been duly issued hereunder and that the holder thereof is entitled to the benefit hereof. The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its internal procedures and the Company shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. 2.6.2 . The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error and such Uncertificated Warrants are binding on the Company. The Authentication and/or certification of the Warrant Agent on the Warrant Certificates Warrants issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or the Warrant Certificates Warrants (except the due Authentication and certification thereof), or as to the performance by the Corporation of its obligations hereunder, ) and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrant Certificates or any of them or of the consideration therefor except, as otherwise specified herein. 2.6.3 Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and applicable Securities Laws, validly entitle the Holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture. 2.6.4 No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the Holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture. 2.6.5 The Authentication of the Warrant Agent of any Uncertificated Warrants issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or such Warrants (except the due Authentication thereof), or as to the performance by the Corporation of its obligations hereunder, and the Warrant Agent shall in no respect be liable or answerable for the use made of such Warrants or any of them or of the consideration therefor exceptnor for any breach by the Company of its covenants herein, except as otherwise specified hereintherein.

Appears in 1 contract

Samples: Warrant Indenture

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Certification by the Warrant Agent. 2.6.1 (a) No Warrant Certificate shall be considered issued and Authenticated or, if Authenticatedissued, shall be valid for any purpose or entitle the Holder thereof holder to the benefits of this Indenture benefit hereof or thereof until it has been (i) in the case of a physical warrant certificate, Authenticated by manual signature by or on behalf of the Warrant Agent by its authorized signing officers substantially Agent; (ii) or in the form set out case of an uncertificated Warrant Certificate, the Warrant Agent shall Authenticate an uncertificated Warrant Certificate by completing all its customary Internal Procedures in Schedule “A” (connection with the making of any one or more entries to, changes in respect or deletions of Long-Term Warrants) any one or Schedule “B” (more entries in respect the register of Short-Term Warrants) Warrantholders maintained by the Warrant Agent in accordance with Section 3.3 hereof, and such certification Authentication by the Warrant Agent upon any such Warrant Certificate or uncertificated Warrant Certificate shall be conclusive evidence as against the Corporation that the said Warrant Certificate or uncertificated Warrant Certificate so certified Authenticated has been duly issued hereunder and that the holder is entitled to the benefit hereof. The register shall be final and conclusive evidence as to all matters relating to uncertificated Warrant Certificates with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error and such uncertificated Warrant Certificates are binding on the Corporation. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture. 2.6.2 (b) The Authentication of the Warrant Agent on the Warrant Certificates issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or the Warrant Certificates (except the due Authentication thereof), or as to the performance by the Corporation of its obligations hereunder, ) and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrant Certificates or any of them or of the consideration therefor except, as otherwise specified herein. 2.6.3 Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and applicable Securities Laws, validly entitle the Holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture. 2.6.4 No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the Holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture. 2.6.5 The Authentication of the Warrant Agent of nor for any Uncertificated Warrants issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or such Warrants (except the due Authentication thereof), or as to the performance breach by the Corporation of its obligations hereunder, and the Warrant Agent shall in no respect be liable or answerable for the use made of such Warrants or any of them or of the consideration therefor except, as otherwise specified covenants herein.

Appears in 1 contract

Samples: Warrant Indenture (Great Panther Silver LTD)

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