Common use of Definitive Warrant Certificates Clause in Contracts

Definitive Warrant Certificates. (a) Any Definitive Warrant Certificate issued in accordance with Section 1.01(c), whenever issued, shall be in registered form substantially in the form of Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or necessary or desirable for individual Definitive Warrant Certificates, provided that each such Definitive Warrant Certificate shall have imprinted on the reverse thereof the Exercise Notice substantially in the form of Exhibit B-2. Each Definitive Warrant Certificate may represent any integral number of Warrants [not exceeding ________________ Warrants originally issued], shall be printed, lithographed, typewritten, mimeographed or engraved on steel engraved borders or otherwise reproduced in any other manner as may be approved by the officers executing the same (such execution to be conclusive evidence of such approval), and may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Corporation executing the same may approve (such execution to be conclusive evidence of such approval) and that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any securities exchange on which the Warrants may be listed, or of the Depository, or to conform to usage. Each Definitive Warrant Certificate shall be signed on behalf of the Corporation upon the same conditions, in substantially the same manner and with the same effect as set forth in Section 1.02 with respect to Global Warrant Certificates. (b) Each Definitive Warrant Certificate, when so signed on behalf of the Corporation, shall be delivered to the Warrant Agent together with a Corporation Order for the countersignature and delivery of such Warrants, and the Warrant Agent shall manually countersign and deliver such Warrants in accordance with such Corporation Order upon the same conditions, in substantially the same manner and with the same effect as set forth in Section 1.02 with respect to Global Warrant Certificates. Each Definitive Warrant Certificate shall be dated the date of its countersignature. (c) No Definitive Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby shall be exercisable, unless such Definitive Warrant Certificate has been countersigned by the Warrant Agent. Such signature by the Warrant Agent upon any Definitive Warrant Certificate executed by the Corporation shall be conclusive evidence, and the only evidence, that such Definitive Warrant Certificate so countersigned has been duly issued hereunder. (d) Any Definitive Warrant Certificate bearing the manual or facsimile signatures of individuals who were at the time of such signature the proper officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Definitive Warrant Certificate or did not hold such offices at the date of such Definitive Warrant Certificate. (e) Definitive Warrant Certificates delivered in exchange for a Global Warrant Certificate shall be registered in such names and addresses (including tax identification numbers) and in such denominations as shall be requested in writing by the Depository or its nominee in whose name such Global Warrant Certificate is registered, upon written certification to the Corporation and the Warrant Agent, in form satisfactory to each of them, of the existing beneficial ownership interests in such Global Warrant Certificate. (f) The Holder of any Warrant represented by a Definitive Warrant Certificate shall be [if Debt Securities and Warrants that are not immediately detachable are offered -- , prior to the Detachable Date, the Person in whose name the Offered Debt Security to which such Warrant Certificate was initially attached shall be registered upon the register relating to such Offered Debt Securities and, after such Detachable Date,] the Person in whose name such Definitive Warrant Certificate is registered in the Warrant Register (as defined in Section 1.04) at such time. [If Offered Debt Securities and Warrants that are not immediately detachable are offered -- Prior to the Detachable Date, the Corporation shall, or shall cause the registrar of the Offered Debt Securities to, make available to the Warrant Agent such information as may be necessary to permit the Warrant Agent to keep the Warrant Register up to date regarding Holders of the Offered Debt Securities.]

Definitive Warrant Certificates. (a) Any Definitive Warrant Certificate issued in accordance with Section 1.01(c), whenever issued, shall be in registered form substantially in the form of Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or necessary or desirable for individual Definitive Warrant Certificates, provided that each such Definitive Warrant Certificate shall have imprinted on the reverse thereof the Exercise Notice substantially in the form of Exhibit B-2. Each Definitive Warrant Certificate may represent any integral number of Warrants [not exceeding ________________ Warrants originally issued], shall be printed, lithographed, typewritten, mimeographed or engraved on steel engraved borders or otherwise reproduced in any other manner as may be approved by the officers executing the same (such execution to be conclusive evidence of such approval), and may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Corporation executing the same may approve (such execution to be conclusive evidence of such approval) and that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any securities exchange on which the Warrants may be listed, or of the Depository, or to conform to usage. Each Definitive Warrant Certificate shall be signed on behalf of the Corporation upon the same conditions, in substantially the same manner and with the same effect as set forth in Section 1.02 with respect to Global Warrant Certificates. (b) Each Definitive Warrant Certificate, when so signed on behalf of the Corporation, shall be delivered to the Warrant Agent together with a Corporation Order for the countersignature and delivery of such Warrants, and the Warrant Agent shall manually countersign and deliver such Warrants in accordance with such Corporation Order upon the same conditions, in substantially the same manner and with the same effect as set forth in Section 1.02 with respect to Global Warrant Certificates. Each Definitive Warrant Certificate shall be dated the date of its countersignature. (c) No Definitive Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby shall be exercisable, unless such Definitive Warrant Certificate has been countersigned by the Warrant Agent. Such signature by the Warrant Agent upon any Definitive Warrant Certificate executed by the Corporation shall be conclusive evidence, and the only evidence, that such Definitive Warrant Certificate so countersigned has been duly issued hereunder. (d) Any Definitive Warrant Certificate bearing the manual or facsimile signatures of individuals who were at the time of such signature the proper officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Definitive Warrant Certificate or did not hold such offices at the date of such Definitive Warrant Certificate. (e) Definitive Warrant Certificates delivered in exchange for a Global Warrant Certificate shall be registered in such names and addresses (including tax identification numbers) and in such denominations as shall be requested in writing by the Depository or its nominee in whose name such Global Warrant Certificate is registered, upon written certification to the Corporation and the Warrant Agent, in form satisfactory to each of them, of the existing beneficial ownership interests in such Global Warrant Certificate. (f) The Holder of any Warrant represented by a Definitive Warrant Certificate shall be [if Debt Securities and Warrants that are not immediately detachable are offered -- , prior to the Detachable Date, the Person in whose name the Offered Debt Security to which such Warrant Certificate was initially attached shall be registered upon the register relating to such Offered Debt Securities and, after such Detachable Date,] the Person in whose name such Definitive Warrant Certificate is registered in the Warrant Register (as defined in Section 1.04) at such time. [If Offered Debt Securities and Warrants that are not immediately detachable are offered -- Prior to the Detachable Date, the Corporation shall, or shall cause the registrar of the Offered Debt Securities to, make available to the Warrant Agent such information as may be necessary to permit the Warrant Agent to keep the Warrant Register up to date regarding Holders of the Offered Debt Securities.]