Common use of Covenant to Make Stock Certificates Available Clause in Contracts

Covenant to Make Stock Certificates Available. (a) The Warrant Agent is hereby authorized to requisition from time to time from any stock transfer agents of the Company stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company agrees to authorize and direct such transfer agents to comply with all such requests of the Warrant Agent. The Company shall supply such transfer agents with duly executed stock certificates for such purposes and shall provide or otherwise make available any cash or scrip that may be payable upon exercise of Warrants as provided herein and in each Warrant Certificate. (b) The Warrant Agent is hereby authorized to create a special account for the reserve of shares of Common Stock to be issued upon exercise of the Warrants. (c) In connection with the shares of Common Stock to be issued upon exercise, the Company shall, if so required by the Warrant Agent, provide an opinion of counsel, stating that all such shares, when issued, will be: (i) registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and all material and necessary State securities law filings will have been made with respect to such shares; and (ii) validly issued, fully paid and non-assessable.

Appears in 6 contracts

Samples: Warrant Agreement (Suntrust Banks Inc), Warrant Agreement (Suntrust Banks Inc), Warrant Agreement (Citigroup Inc)

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Covenant to Make Stock Certificates Available. (a) The Warrant Agent is hereby authorized to requisition from time to time from any stock transfer agents of the Company stock certificates required to honor outstanding Warrants upon exercise or conversion thereof in accordance with the terms of this Agreement, and the Company agrees to authorize and direct such transfer agents to comply with all such requests of the Warrant Agent. The Company shall supply such transfer agents with duly executed stock certificates for such purposes and shall provide or otherwise make available any cash or scrip that may be payable upon exercise or conversion of Warrants as provided herein and in each Warrant Certificate. (b) The Warrant Agent is hereby authorized and directed to create a special account for the reserve of shares of Common Stock to be issued upon exercise or conversion of the Warrants. (c) In connection with the shares of Common Stock to be issued upon exercise, the Company shall, if so required by the Warrant Agent, shall provide an opinion Opinion of counselCounsel, stating that all such shares, when issued, will be: (i) registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and all material and necessary State securities law filings will have been made with respect to such shares; and (ii) validly issued, fully paid and non-assessable.

Appears in 5 contracts

Samples: Warrant Agreement (Horizon Lines, Inc.), Warrant Agreement (Horizon Lines, Inc.), Warrant Agreement (Horizon Lines, Inc.)

Covenant to Make Stock Certificates Available. (a) The Warrant Agent is hereby authorized to requisition from time to time from any stock transfer agents of the Company stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company agrees to authorize and direct such transfer agents to comply with all such requests of the Warrant Agent. The Company shall supply such transfer agents with duly executed stock certificates for such purposes and shall provide or otherwise make available any cash or scrip that may be payable upon exercise of Warrants as provided herein and in each Warrant Certificate. (b) The Warrant Agent is hereby authorized to create a special account for the reserve of shares of Common Stock to be issued upon exercise of the Warrants. (c) In connection with the shares of Common Stock to be issued upon exercise, the Company shall, if so required by the Warrant Agent, provide an opinion Opinion of counselCounsel, stating that all such shares, when issued, will be: (i) registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and all material and necessary State securities law filings will have been made with respect to such shares; and (ii) validly issued, fully paid and non-assessable.

Appears in 3 contracts

Samples: Warrant Agreement (M&t Bank Corp), Warrant Agreement (Zions Bancorporation /Ut/), Warrant Agreement (Associated Banc-Corp)

Covenant to Make Stock Certificates Available. (a) The Warrant Agent is hereby authorized to requisition from time to time from any stock transfer agents of the Company stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company agrees to authorize and direct such transfer agents to comply with all such requests of the Warrant Agent. The Company shall supply such transfer agents with duly executed stock certificates for such purposes and shall provide or otherwise make available any cash or scrip that may be payable upon exercise of Warrants as provided herein and in each Warrant Certificate. (b) The Warrant Agent is hereby authorized to create a special account for the reserve of shares of Common Stock to be issued upon exercise of the Warrants. (c) In connection with the shares of Common Stock to be issued upon exercise, the Company shall, if so required by the Warrant Agent, provide an opinion of counsel, stating that all such shares, when issued, will be: (i) registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and all material and necessary State securities law filings will have been made with respect to such shares; and (ii) validly issued, fully paid and non-assessable.

Appears in 2 contracts

Samples: Warrant Agreement, Warrant Agreement (Comerica Inc /New/)

Covenant to Make Stock Certificates Available. (a) The Warrant Agent is hereby authorized to requisition from time to time from any stock transfer agents of the Company stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company agrees to authorize and direct such transfer agents to comply with all such requests of the Warrant Agent. The Company shall supply such transfer agents with duly executed stock certificates for such purposes and shall provide or otherwise make available any cash or scrip that may be payable upon exercise of Warrants as provided herein and in each Warrant Certificate. (b) The Warrant Agent is hereby authorized and directed to create a special account for the reserve of shares of Common Stock to be issued upon exercise of the Warrants. (c) In connection with the shares of Common Stock to be issued upon exercise, the Company shall, if so required by the Warrant Agent, shall provide an opinion Opinion of counselCounsel, stating that all such shares, when issued, will be: (i) registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and all material and necessary State securities law filings will have been made with respect to such shares; and (ii) validly issued, fully paid and non-assessable.

Appears in 2 contracts

Samples: Warrant Agreement, Warrant Agreement (H-L Distribution Service, LLC)

Covenant to Make Stock Certificates Available. (a) The Warrant Agent is hereby authorized to requisition from time to time from any stock transfer agents of the Company stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company agrees to authorize and direct such transfer agents to comply with all such requests of the Warrant Agent. The Company shall supply such transfer agents with duly executed stock certificates for such purposes and shall provide or otherwise make available any cash or scrip that may be payable upon exercise of Warrants as provided herein and in each Warrant Certificate. (b) The Warrant Agent is hereby authorized to create a special account for the reserve of shares of Common Stock to be issued upon exercise of the Warrants. (c) In connection with the shares of Common Stock to be issued upon exercise, the Company shall, if so required requested by the Warrant Agent, provide an opinion of counsel, stating that all such shares, when issued, will be: (i) registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and all material and necessary State securities law filings will have been made with respect to such shares; and (ii) validly issued, fully paid and non-assessable.

Appears in 1 contract

Samples: Warrant Agreement (Texas Capital Bancshares Inc/Tx)

Covenant to Make Stock Certificates Available. (a) The Warrant Agent is hereby authorized to requisition from time to time from any stock transfer agents of the Company stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company agrees to authorize and direct such transfer agents to comply with all such requests of the Warrant Agent. The Company shall supply such transfer agents with duly executed stock certificates for such purposes and shall provide or otherwise make available any cash or scrip that may be payable upon exercise of Warrants as provided herein and in each Warrant Certificate. (b) The Warrant Agent is hereby authorized to create a special account for the reserve of shares of Common Stock to be issued upon exercise of the Warrants. (c) In connection with the shares of Common Stock to be issued upon exercise, the Company shall, if so required by the Warrant Agent, provide an opinion of counsel, stating that all such shares, when issued, will be: (i) registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and all material and necessary State securities law filings will have been made with respect to such shares; shares; and (ii) validly issued, fully paid and non-assessablenon­assessable.

Appears in 1 contract

Samples: Warrant Agreement

Covenant to Make Stock Certificates Available. (a) The Warrant Agent is hereby authorized to requisition from time to time from any stock transfer agents of the Company stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company agrees to authorize and direct such transfer agents to comply with all such requests of the Warrant Agent. The Company shall supply such transfer agents with duly executed stock certificates for such purposes and shall provide or otherwise make available any cash or scrip that may be payable upon exercise of Warrants as provided herein and in each Warrant Certificate. (b) The Warrant Agent is hereby authorized to create a special account for the reserve of shares of Common Stock to be issued upon exercise of the Warrants. (c) In connection with the shares of Common Stock to be issued upon exercise, the Company shall, if so required by the Warrant Agent, provide an opinion Opinion of counselCounsel, stating that all such shares, when issued, will be: (i) registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and all material and necessary State securities law filings will have been made with respect to such shares; and (ii) validly issued, fully paid and non-assessable.

Appears in 1 contract

Samples: Warrant Agreement (First Financial Bancorp /Oh/)

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Covenant to Make Stock Certificates Available. (a) The Warrant Agent is hereby authorized to requisition from time to time from any stock transfer agents of the Company stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company agrees to authorize and direct such transfer agents to comply with all such requests of the Warrant Agent. The Company shall supply such transfer agents with duly executed stock certificates for such purposes and shall provide or otherwise make available any cash or scrip that may be payable upon exercise of Warrants as provided herein and in each Warrant Certificate. (b) The Warrant Agent is hereby authorized to create a special account for the reserve of shares of Common Stock to be issued upon exercise of the Warrants. (c) In connection with the shares of Common Stock to be issued upon exercise, the Company shall, if so required by the Warrant Agent, provide an opinion of counsel, stating that all such shares, when issued, will be: (i) registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and all material and necessary State securities law filings will have been made with respect to such shares; and (ii) validly issued, fully paid and non-assessable.. ARTICLE IV

Appears in 1 contract

Samples: Warrant Agreement

Covenant to Make Stock Certificates Available. (a) The Warrant Agent is hereby authorized to requisition from time to time from any stock transfer agents of the Company stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company agrees to authorize and direct such transfer agents to comply with all such requests of the Warrant Agent. The Company shall supply such transfer agents with duly executed stock certificates for such purposes and shall provide or otherwise make available any cash or scrip that may be payable upon exercise of Warrants as provided herein and in each Warrant Certificate. (b) The Warrant Agent is hereby authorized to create a special account for the reserve of shares of Common Stock to be issued upon exercise of the Warrants. (c) In connection with the shares of Common Stock to be issued upon exercise, the Company shall, if so required by the Warrant Agent, shall provide an opinion Opinion of counselCounsel dated as of the date of this Agreement, stating that all such shares, when issued, will be: (i) registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and all material and necessary State securities law filings will have been made with respect to such shares; and (ii) validly issued, fully paid and non-assessable.

Appears in 1 contract

Samples: Warrant Agreement (TCF Financial Corp)

Covenant to Make Stock Certificates Available. (a) The Warrant Agent is hereby authorized to requisition from time to time from any stock transfer agents of the Company stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company agrees to authorize and direct such transfer agents to comply with all such requests of the Warrant Agent. The Company shall supply such transfer agents with duly executed stock certificates for such purposes and shall provide or otherwise make available any cash or scrip that may be payable upon exercise of Warrants as provided herein and in each Warrant Certificate. (b) The Warrant Agent is hereby authorized to create a special account for the reserve of shares of Common Stock to be issued upon exercise of the Warrants. (c) In connection with the shares of Common Stock to be issued upon exercise, the Company shall, if so required by the Warrant Agent, provide an opinion Opinion of counselCounsel, stating that all such shares, when issued, will be: (i) registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and all material and necessary State securities law filings will have been made with respect to such shares; and (ii) validly issued, fully paid and non-assessable.

Appears in 1 contract

Samples: Warrant Agreement (Lincoln National Corp)

Covenant to Make Stock Certificates Available. (a) The Warrant Agent is hereby authorized to requisition from time to time from any stock transfer agents of the Company stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company agrees to authorize and direct such transfer agents to comply with all such requests of the Warrant Agent. The Company shall supply such transfer agents with duly executed stock certificates for such purposes and shall provide or otherwise make available any cash or scrip that may be payable upon exercise of Warrants as provided herein and in each Warrant Certificate. (b) The Warrant Agent is hereby authorized to create a special account for the reserve of shares of Common Stock to be issued upon exercise of the Warrants. (c) In connection with the shares of Common Stock to be issued upon exercise, the Company shall, if so required by the Warrant Agent, shall provide an opinion of counsel, stating that all such shares, when issued, will be: (i) registered, or subject to a valid exemption from registration, registered under the Securities Act of 1933, as amended, and all material and necessary State securities law filings will have been made with respect to such shares; and (ii) validly issued, fully paid and non-assessable.

Appears in 1 contract

Samples: Warrant Agreement (Capital One Financial Corp)

Covenant to Make Stock Certificates Available. (a) The Warrant Agent is hereby authorized to requisition from time to time from any stock transfer agents of the Company stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company agrees to authorize and direct such transfer agents to comply with all such requests of the Warrant Agent. The Company shall supply such transfer agents with duly executed stock certificates for such purposes and shall provide or otherwise make available any cash or scrip that may be payable upon exercise of Warrants as provided herein and in each Warrant Certificate. (b) The Warrant Agent is hereby authorized to create a special account for the reserve of shares of Common Stock to be issued upon exercise of the Warrants. (c) In connection with the shares of Common Stock to be issued upon exercise, the Company shall, if so required by the Warrant Agent, provide an opinion of counsel, stating that all such shares, when issued, will be: (i) registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, the Exchange Act and all material and necessary State securities law filings will have been made with respect to such shares; and (ii) validly issued, fully paid and non-assessable.

Appears in 1 contract

Samples: Warrant Agreement (Webster Financial Corp)

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