Common use of Delivery of Common Shares Clause in Contracts

Delivery of Common Shares. (a) In connection with the exercise of Warrants, the Warrant Agent shall: (1) examine all Exercise Notices and all other documents delivered to it to ascertain whether, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms; (2) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (3) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (4) advise the Company with respect to an exercise, no later than two Business Days following the satisfaction of each of the applicable procedures for exercise set forth in Section 3.02(a), of (v) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (w) the number of Common Shares; (x) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Depository of the necessary information, (y) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (z) such other information as the Company shall reasonably require; (5) promptly deposit in the Funds Account all Funds received in payment of the Exercise Price in connection with Full Physical Settlement of Warrants; (6) promptly cancel and destroy a Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; (7) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate; and (8) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of Common Shares issued in connection with such exercises and the number of remaining outstanding Warrants. (b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issue, in book-entry form at the transfer agent or through the Depositary, the Common Shares due in connection with such exercise for the benefit and in the name of the Person designated by the Beneficial Owner submitting the applicable Exercise Notice. The Person on whose behalf and in whose name any Common Shares are registered shall for all purposes be deemed to have become the holder of record of such Common Shares as of the Close of Business on the applicable Exercise Date. (c) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to the consummation of any exercise of any Warrants including, without limitation, with respect to any Exercise Price paid to the Warrant Agent.

Appears in 3 contracts

Samples: Warrant Agreement (Comstock Oil & Gas, LP), Warrant Agreement (Comstock Oil & Gas, LP), Warrant Agreement (Comstock Oil & Gas, LP)

AutoNDA by SimpleDocs

Delivery of Common Shares. (a) In connection with the exercise of Warrants, the Warrant Agent shall: (1i) examine all Exercise Notices and all other documents delivered to it to ascertain whether, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms; (2ii) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (3iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (4iv) advise the Company with respect to an exercise, no later than two Business Days as promptly as practicable following the satisfaction of each of the applicable procedures for exercise set forth in Section 3.02(a), 3.2(a) of (v) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (w) the number of Common Shares; Shares to be delivered by the Company, (x) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Depository of the necessary information, (y) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (z) such other information as the Company shall reasonably require; (5v) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical any Cash Settlement of Warrants; (6vi) promptly cancel and destroy a Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; (7) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate; and (8) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of Common Shares issued in connection with such exercises and the number of remaining outstanding Warrants; and (vii) provide to the Company, upon the Company’s request, any Exercise Notices delivered pursuant to Section 3.2(a) and any documents delivered pursuant to Section 3.5(b)(i)(B). (b) With respect to each properly exercised Warrant evidenced by any Warrant Certificate in accordance with this Warrant Agreement, (i) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, the Company shall deliver or cause its transfer agent to issue, be delivered to the Recipient in accordance with the Applicable Procedures Common Shares in book-entry form at the transfer agent or to be so held through the Depositaryfacilities of DTC in an amount equal to, or, if the Common Shares due may not then be held in connection with book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, deliver or cause to be delivered to the Recipient Common Shares in book-entry form on the Common Share registrar maintained by the Warrant Agent for such purpose, or, at the election of the Warrantholder, duly executed certificates representing, in case of (x) or (y), the aggregate number of Common Shares issuable upon such exercise (based upon the aggregate number of Warrants so exercised) (A) unless clause (B) is applicable, for the benefit and in the name of the Warrantholder or (B) for the benefit and in the name of such Person (other than the Warrantholder) designated by the Beneficial Owner Warrantholder submitting the applicable Exercise Notice; and (ii) the Warrant Agent shall deliver such Common Shares to such Person pursuant to clause (i)(A) or (i)(B), as applicable. The Person on whose behalf and in whose name any Common Shares are registered shall for all purposes be deemed to have become the holder of record of such Common Shares as of the Close of Business on the applicable Exercise Date. The Company covenants that all Common Shares which may be issued upon exercise of Warrants will be, upon payment of the Exercise Price and issuance thereof, fully paid and nonassessable, free of preemptive rights and (except as specified in the proviso to Section 3.11) free from all taxes, liens, charges and security interests with respect to the issuance thereof. (c) Promptly after the Warrant Agent shall have has taken the action required by this Section 3.04 3.5 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to the consummation of any exercise of any Warrants including, without limitation, with respect to any Exercise Price paid to the Warrant AgentWarrants.

Appears in 3 contracts

Samples: Warrant Agreement (Chesapeake Energy Corp), Warrant Agreement (Chesapeake Energy Corp), Warrant Agreement (Chesapeake Energy Corp)

Delivery of Common Shares. (a) In connection with the exercise of WarrantsWarrants by a Warrant Holder, the Warrant Agent shall: (1) examine all Exercise Notices and all other documents delivered to it to ascertain whether, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms; (2) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (3) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (4) advise the Company with respect to an exercise, no later than two Business Days following the satisfaction of each of the applicable procedures for exercise set forth in Section 3.02(a), of (v) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (w) the number of Common SharesShares to be delivered by the Company; (x) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Depository Warrant Holder of the necessary information, (y) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (z) such other information as the Company shall reasonably require; (5) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of Warrants; (6) promptly cancel and destroy a Global the applicable Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; (7) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note promptly issue and authenticate such decrease in deliver a new Warrant Certificate representing the Number of remaining Warrants on Schedule A of such Global owned by the applicable Warrant CertificateHolder; and (8) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of Common Shares issued in connection with such exercises and the number of remaining outstanding Warrants. (b) With In connection with the mandatory exercise of Warrants by the Company, the Warrant Agent shall: (1) advise the Company of (w) the number of Common Shares to be delivered by the Company; (x) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Warrant Holder of the necessary information, (y) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (z) such other information as the Company shall reasonably require; and (2) promptly cancel and destroy the applicable Warrant Certificates and, if applicable, deliver a certificate of destruction to the Company. (c) If a registration statement covering the resale of the Common Shares issuable in connection with the exercise of a Warrant and naming the Warrant Holder as a selling stockholder thereunder is not effective or the Common Shares issued in connection with such exercise are not freely transferable without volume restrictions pursuant to Rule 144(b) under the Securities Act, with respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issueshall, in book-entry form at accordance with the transfer agent or through the Depositaryapplicable Exercise Notice, effect an electronic delivery of the Common Shares due with appropriate restrictive legends issuable in connection with such exercise for to the benefit and in Warrant Holder’s account. If a registration statement covering the name resale of the Person designated by Common Shares the Beneficial Owner submitting Common Shares issuable in connection with the applicable exercise of a Warrant and naming the Warrant Holder as a selling stockholder thereunder is effective or the Common Shares issued in connection with such exercise are freely transferable without volume restrictions pursuant to Rule 144(b) under the Securities Act, with respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall, in accordance with such Exercise Notice, effect an electronic delivery of the Common Shares free of restrictive legends issuable in connection with such exercise to the Warrant Holder’s account. The Person on whose behalf and in whose name any Common Shares are registered shall for all purposes be deemed to have become the holder of record of such Common Shares as of the Close of Business on the applicable Exercise Date. (cd) If a registration statement covering a resale of Common Shares issued in connection with properly exercised Warrants is not effective and the Warrant Holder directs the Company to deliver the Common Shares issued in connection with such exercise in a name other than that of the Warrant Holder or an Affiliate of the Warrant Holder, such Warrant Holder shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Common Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws. (e) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 3.05 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to the consummation of any exercise of any Warrants including, without limitation, with respect to any Exercise Price paid to the Warrant AgentWarrants.

Appears in 1 contract

Samples: Warrant Agreement (SAExploration Holdings, Inc.)

Delivery of Common Shares. (a) In connection with the exercise of Warrants, the Warrant Agent shall: (1) examine all Exercise Notices and all other documents delivered to it to ascertain whether, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms; (2) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (3) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (4) advise the Company with respect to an exercise, no later than two Business Days following the satisfaction of each of the applicable procedures for exercise set forth in Section 3.02(a), of (vi) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (wii) the number of Common SharesShares to be delivered by the Company; (xiii) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Depository of the necessary information, (yiv) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (zv) such other information as the Company shall reasonably require; (5) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of Warrants; (6) promptly cancel and destroy a the applicable Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; (7) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate; and (8) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of Common Shares issued in connection with such exercises and the number of remaining outstanding Warrants. (b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issue, in book-entry form at the transfer agent or through the DepositaryDepository, the Common Shares due in connection with such exercise for the benefit and in the name of the Person designated by the Beneficial Owner submitting the applicable Exercise Notice. The Person on whose behalf and in whose name any Common Shares are registered shall for all purposes be deemed to have become the holder of record of such Common Shares as of the Close of Business on the applicable Exercise Date. (c) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to the consummation of any exercise of any Warrants including, without limitation, with respect to any Exercise Price paid to the Warrant AgentWarrants.

Appears in 1 contract

Samples: Warrant Agreement

Delivery of Common Shares. (a) In connection with the exercise of Warrants, the Warrant Agent shall: (1) examine all Exercise Notices and all other documents delivered to it to ascertain whether, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms; (2) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (3) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (4) advise the Company with respect to an exercise, no later than two Business Days following the satisfaction of each of the applicable procedures for exercise set forth in Section 3.02(a), of (vi) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (wii) the number of Common SharesShares to be delivered by the Company; (xiii) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Depository of the necessary information, (yiv) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (zv) such other information as the Company shall reasonably require; (5) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of Warrants; (6) promptly cancel and destroy a the applicable Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; (7) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate; and (8) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of Common Shares issued in connection with such exercises and the number of remaining outstanding Warrants. (b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issue, in book-entry form at the transfer agent or through the Depositary, the Common Shares due in connection with such exercise for the benefit and in the name of the Person designated by the Beneficial Owner submitting the applicable Exercise Notice. The Person on whose behalf and in whose name any Common Shares are registered shall for all purposes be deemed to have become the holder of record of such Common Shares as of the Close of Business on the applicable Exercise Date. (c) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to the consummation of any exercise of any Warrants including, without limitation, with respect to any Exercise Price paid to the Warrant Agent.

Appears in 1 contract

Samples: Warrant Agreement

Delivery of Common Shares. (a) In connection with the exercise of Warrants, the Warrant Agent shall: (1) examine all Exercise Notices and all other documents delivered to it to ascertain whether, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms; (2) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (3) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (4) advise the Company with respect to an exercise, no later than two Business Days following the satisfaction of each of the applicable procedures for exercise set forth in Section 3.02(a), of (v) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (w) the number of Common SharesShares to be delivered by the Company; (x) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Depository of the necessary information, (y) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (z) such other information as the Company shall reasonably require; (5) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of Warrants; (6) promptly cancel and destroy a the applicable Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; (7) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate; and (8) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of Common Shares issued in connection with such exercises and the number of remaining outstanding Warrants. (b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issue, in book-entry form at the transfer agent or through the Depositary, the Common Shares due in connection with such exercise for the benefit and in the name of the Person designated by the Beneficial Owner submitting the applicable Exercise Notice. The Person on whose behalf and in whose name any Common Shares are registered shall for all purposes be deemed to have become the holder of record of such Common Shares as of the Close of Business on the applicable Exercise Date. (c) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to the consummation of any exercise of any Warrants including, without limitation, with respect to any Exercise Price paid to the Warrant AgentWarrants.

Appears in 1 contract

Samples: Warrant Agreement (Swift Energy Co)

Delivery of Common Shares. (a) In connection with the exercise of Warrants, the Warrant Agent shall: (1) examine all Exercise Notices and all other documents delivered to it to ascertain whether, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms; (2) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (3) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (4) advise the Company with respect to an exercise, no later than two three Business Days following the satisfaction of each of the applicable procedures for exercise set forth in Section 3.02(a) or Section 3.02(b), as the case may be, of (v) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (w) if Full Physical Settlement applies, the number of Common Shares; Shares to be delivered by the Company, (x) the instructions with respect to issuance of the Common Shares, subject subject, in the case of exercise of a Global Warrant, to the timely receipt from the Depository of the necessary information, (y) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (z) such other information as the Company shall reasonably require; (5) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of Warrants; (6) promptly cancel and destroy a Global the applicable Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; (7) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, (i) in respect of a Global Warrant Certificate, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate and (ii) in respect of an Individual Warrant Certificate, deliver a new Individual Warrant Certificate, authenticated by the Warrant Agent, for the balance of the number of Warrants represented by the surrendered Individual Warrant Certificate; and (8) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of Common Shares issued in connection with such exercises and the number of remaining outstanding Warrants. (b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issue, in book-entry form at the transfer agent or through the DepositaryDepository, the Common Shares due in connection with such exercise for the benefit and in the name of the Person designated by the Beneficial Owner or Warrantholder submitting the applicable Exercise Notice. The Person on whose behalf and in whose name any Common Shares are registered shall for all purposes be deemed to have become the holder of record of such Common Shares as of the Close of Business on the applicable Exercise Date. (c) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to the consummation of any exercise of any Warrants including, without limitation, with respect to any Exercise Price paid to the Warrant AgentWarrants.

Appears in 1 contract

Samples: Warrant Agreement (Key Energy Services Inc)

Delivery of Common Shares. (a) In connection with the exercise of WarrantsWarrants by a Beneficial Owner, the Warrant Agent shall: (1) examine all Exercise Notices and all other documents delivered to it to ascertain whether, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms; (2) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (3) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (4) advise the Company with respect to an exercise, no later than two Business Days following the satisfaction of each of the applicable procedures for exercise set forth in Section 3.02(a), of (v) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (w) the number of Common SharesShares to be delivered by the Company; (x) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Depository of the necessary information, (y) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (z) such other information as the Company shall reasonably require; (5) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of Warrants; (6) promptly cancel and destroy a the applicable Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; (7) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate; and (8) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of Common Shares issued in connection with such exercises and the number of remaining outstanding Warrants. (b) With In connection with the mandatory exercise of Warrants by the Company, the Warrant Agent shall: (1) advise the Company of (w) the number of Common Shares to be delivered by the Company; (x) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Depository of the necessary information, (y) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (z) such other information as the Company shall reasonably require; and (2) promptly cancel and destroy the applicable Global Warrant Certificate and, if applicable, deliver a certificate of destruction to the Company. (c) If a registration statement covering the resale of the Common Shares issuable in connection with the exercise of a Warrant and naming the Beneficial Owner as a selling stockholder thereunder is not effective or the Common Shares issued in connection with such exercise are not freely transferable without volume restrictions pursuant to Rule 144(b) under the Securities Act, with respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issueshall, in book-entry form at the transfer agent or through the Depositaryaccordance with such Exercise Notice, effect an electronic delivery of the Common Shares due with appropriate restrictive legends issuable in connection with such exercise to the Beneficial Owner’s account (or the account of a Participant for the benefit and in of such Beneficial Owner) at the name Depository. If a registration statement covering the resale of the Person designated by Common Shares the Common Shares issuable in connection with the exercise of a Warrant and naming the Beneficial Owner submitting as a selling stockholder thereunder is effective or the applicable Common Shares issued in connection with such exercise are freely transferable without volume restrictions pursuant to Rule 144(b) under the Securities Act, with respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall, in accordance with such Exercise Notice, effect an electronic delivery of the Common Shares free of restrictive legends issuable in connection with such exercise to the Beneficial Owner’s account (or the account of a Participant for the benefit of such Beneficial Owner) at the Depository. The Person on whose behalf and in whose name any Common Shares are registered shall for all purposes be deemed to have become the holder of record of such Common Shares as of the Close of Business on the applicable Exercise Date. (cd) If a registration statement covering a resale of Common Shares issued in connection with properly exercised Warrants is not effective and the Beneficial Owner directs the Company to deliver the Common Shares issued in connection with such exercise in a name other than that of the Beneficial Owner or an Affiliate of the Beneficial Owner, such Beneficial Owner shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Common Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws. (e) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 3.05 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to the consummation of any exercise of any Warrants including, without limitation, with respect to any Exercise Price paid to the Warrant AgentWarrants.

Appears in 1 contract

Samples: Warrant Agreement (SAExploration Holdings, Inc.)

Delivery of Common Shares. (a) In connection with the exercise of Warrants, the Warrant Agent shall: (1i) examine all Exercise Notices and all other documents delivered to it to ascertain whether, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms; (2ii) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (3iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (4iv) advise the Company with respect to an exercise, no later than two three Business Days following the satisfaction of each of the applicable procedures for exercise set forth in Section 3.02(a), 3.5(a) of (vA) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (wB) the number of Common Shares; Shares to be delivered by the Company, (xC) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Depository of the necessary information, (yD) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (zE) such other information as the Company shall reasonably require; (5v) if requested by the Company and provided with the Common Stock and all other necessary information by or on behalf of the Company for delivery to the Depositary, liaise with the Depositary and effect such delivery to the relevant accounts at the Depositary in accordance with its requirements; (vi) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement any exercise of Warrants; (6vii) promptly cancel and destroy a Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; (7) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate; and (8) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of Common Shares issued in connection with such exercises and the number of remaining outstanding Warrants; and (viii) provide to the Company, upon the Company’s request, any Exercise Notices delivered pursuant to Section 3.5(a) and any documents delivered pursuant to Section 2.2(a) or 2.2(b). (b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, (i) in the case of Direct Registration Warrants (A) the Company shall cause its transfer agent to register and issue, in book-entry form at the transfer agent or through the Depositaryform, the Common Shares due in connection with such exercise for the benefit and in the name of the Warrantholder; and (B) the Warrant Agent shall deliver such Common Shares to such Person designated and (ii) in the case of Book-Entry Warrants, the Company shall issue, or otherwise deliver, in authorized denominations to or upon the order of the Warrantholder, by same-day or next-day credit to the Depositary for the account of such Warrantholder or for the account of a participant in the Depositary the Settlement Share Amount to which such Warrantholder is entitled, in each case registered in such name and delivered to such account as directed in the Exercise Notice by such Warrantholder or by the Beneficial Owner submitting direct participant in the applicable Exercise NoticeDepositary through which such Exercising Holder is acting. The Person on whose behalf and in whose name any Common Shares are registered shall for all purposes be deemed to have become the holder of record of such Common Shares as of the Close of Business on the applicable Exercise Date. The Company covenants that all Common Shares which may be issued upon exercise of Warrants will be, upon payment of the Exercise Price and issuance thereof, fully paid and nonassessable, free of preemptive rights and (except as specified in the proviso to Section 3.13) free from all taxes, liens, charges and security interests with respect to the issuance thereof. (c) If fewer than all of the Warrants evidenced by a Global Warrant Certificate surrendered upon the exercise of Warrants are exercised at any time prior to the Expiration Date, the Warrant Agent shall cause a notation to be made to the records maintained by the Depositary. (d) If all of the Warrants evidenced by a Global Warrant Certificate have been exercised, such Global Warrant Certificate shall be cancelled by the Warrant Agent. Such cancelled Global Warrant Certificate shall then be disposed of by or at the direction of the Company in accordance with applicable law. The Warrant Agent shall (x) advise an authorized representative of the Company as directed by the Company by the end of each day or on the next Business Day following each day on which Warrants were exercised, of (i) the number of Common Shares issued upon exercise of a Warrant, (ii) the notation to the records of the Depositary reflecting the balance, if any, of the Common Shares issuable after such exercise of the Warrant and (iii) such other information as the Company shall reasonably require and (y) concurrently pay to the Company all funds received by the Warrant Agent in payment of the aggregate Exercise Price. The Warrant Agent shall confirm such information to the Company in writing as promptly as practicable. (e) Promptly after the Warrant Agent shall have has taken the action required by this Section 3.04 3.7 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to the consummation of any exercise of any Warrants including, without limitation, with respect to any Exercise Price paid to the Warrant AgentWarrants.

Appears in 1 contract

Samples: Warrant Agreement (Halcon Resources Corp)

Delivery of Common Shares. (a) In connection with the exercise of WarrantsWarrants by a Warrant Holder, the Warrant Agent shall: (1) examine all Exercise Notices and all other documents delivered to it to ascertain whether, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms; (2) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (3) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (4) advise the Company with respect to an exercise, no later than two Business Days following the satisfaction of each of the applicable procedures for exercise set forth in Section 3.02(a), of (v) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (w) the number of Common Shares; Shares to be delivered by the Company, (x) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Depository Warrant Holder of the necessary information, (y) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (z) such other information as the Company shall reasonably require; (5) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of Warrants;; and (6) promptly cancel and destroy a Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; (7) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate; and (8) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of Common Shares issued in connection with such exercises and the number of remaining outstanding Warrants. (b) With In connection with the mandatory exercise of Warrants by the Company, the Warrant Agent shall advise the Company of (1) the number of Common Shares to be delivered by the Company, (2) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Warrant Holder of the necessary information, (3) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (4) such other information as the Company shall reasonably require. (c) If a registration statement covering the resale of the Common Shares issuable in connection with the exercise of a Warrant and naming the Warrant Holder as a selling stockholder thereunder is not effective or the Common Shares issued in connection with such exercise are not freely transferable without volume restrictions pursuant to Rule 144(b) under the Securities Act, with respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issueshall, in book-entry form at accordance with the transfer agent or through the Depositaryapplicable Exercise Notice, effect an electronic delivery of the Common Shares due with appropriate restrictive legends issuable in connection with such exercise for to the benefit and in Warrant Holder’s account. If a registration statement covering the name resale of the Person designated by Common Shares issuable in connection with the Beneficial Owner submitting exercise of a Warrant and naming the applicable Warrant Holder as a selling stockholder thereunder is effective or the Common Shares issued in connection with such exercise are freely transferable without volume restrictions pursuant to Rule 144(b) under the Securities Act, with respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall, in accordance with such Exercise Notice, effect an electronic delivery of the Common Shares free of restrictive legends issuable in connection with such exercise to the Warrant Holder’s account. The Person on whose behalf and in whose name any Common Shares are registered shall for all purposes be deemed to have become the holder of record of such Common Shares as of the Close of Business on the applicable Exercise Date. (cd) If a registration statement covering a resale of Common Shares issued in connection with properly exercised Warrants is not effective and the Warrant Holder directs the Company to deliver the Common Shares issued in connection with such exercise in a name other than that of the Warrant Holder or an Affiliate of the Warrant Holder, such Warrant Holder shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Common Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws. (e) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 3.05 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to the consummation of any exercise of any Warrants including, without limitation, with respect to any Exercise Price paid to the Warrant AgentWarrants.

Appears in 1 contract

Samples: Warrant Agreement (SAExploration Holdings, Inc.)

AutoNDA by SimpleDocs

Delivery of Common Shares. (a) In connection with the exercise of Warrants, the Warrant Agent shall: (1) examine all Exercise Notices and all other documents delivered to it to ascertain whether, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms; (2) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (3) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (4) advise the Company with respect to an exercise, no later than two Business Days following the satisfaction of each of the applicable procedures for exercise set forth in Section 3.02(a), of (v) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (w) the number of Common SharesShares to be delivered by the Company; (x) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Depository of the necessary information, (y) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (z) such other information as the Company shall reasonably require; (5) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of Warrants; (6) promptly cancel and destroy a the applicable Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; (7) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate; and (8) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of Common Shares issued in connection with such exercises and the number of remaining outstanding Warrants. (b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issueshall, in book-entry form at accordance with such Exercise Notice, issue and deliver to the transfer agent Beneficial Owner in the name of the Beneficial Owner or through the Depositaryin such other name or names of any Person(s) designated in such Exercise Notice, a certificate for the Common Shares due issuable in connection with such exercise with appropriate restrictive legends, unless a registration statement covering the resale of such Common Shares and naming the Beneficial Owner as a selling stockholder thereunder is effective or the Common Shares issued in connection with such exercise are freely transferable without volume restrictions pursuant to Rule 144(b) under the Securities Act, in which case such Beneficial Owner shall receive (i) a certificate for the Common Shares issuable in connection with such exercise, free of restrictive legends, or (ii) an electronic delivery of the Common Shares issuable in connection with such exercise to the Beneficial Owner’s account (or the account of a Participant for the benefit and in of such Beneficial Owner) at the name of the Person designated by the Beneficial Owner submitting the applicable Exercise NoticeDepository. The Person on whose behalf and in whose name any Common Shares are registered shall for all purposes be deemed to have become the holder of record of such Common Shares as of the Close of Business on the applicable Exercise Date. (c) If a registration statement covering a resale of Common Shares issued in connection with properly exercised Warrants is not effective and the Beneficial Owner directs the Company to deliver the Common Shares issued in connection with such exercise in a name other than that of the Beneficial Owner or an Affiliate of the Beneficial Owner, such Beneficial Owner shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Common Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws. (d) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to the consummation of any exercise of any Warrants including, without limitation, with respect to any Exercise Price paid to the Warrant AgentWarrants.

Appears in 1 contract

Samples: Warrant Agreement (SAExploration Holdings, Inc.)

Delivery of Common Shares. (a) In connection with the exercise of Warrants, the Warrant Agent shall: (1) examine all Exercise Notices and all other documents delivered to it to ascertain whether, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms; (2) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (3) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (4) advise the Company with respect to an exercise, no later than two Business Days following the satisfaction of each of the applicable procedures for exercise set forth in Section 3.02(a), of (v) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (w) the number of Common SharesShares and amount of Cash in lieu of any fractional share interest to be delivered and paid by the Company; (x) the instructions with respect to issuance of the Common SharesShares and Cash in lieu of any fractional share interest, subject to the timely receipt from the Depository of the necessary information, (y) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (z) such other information as the Company shall reasonably require; (5) promptly deposit in the Funds Account all Funds received in payment of the Exercise Price in connection with Full Physical Settlement of Warrants; (6) promptly cancel and destroy a Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; (7) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate; and (8) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of Common Shares issued in connection with such exercises and the number of remaining outstanding Warrants. (b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issue, in book-entry form at the transfer agent or through the Depositary, the Common Shares due in connection with such exercise for the benefit and in the name of the Person designated by the Beneficial Owner submitting the applicable Exercise Notice. The Person on whose behalf and in whose name any Common Shares are registered shall for all purposes be deemed to have become the holder of record of such Common Shares as of the Close of Business on the applicable Exercise Date. (c) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to the consummation of any exercise of any Warrants including, without limitation, with respect to any Exercise Price paid to the Warrant AgentWarrants.

Appears in 1 contract

Samples: Warrant Agreement (Hercules Offshore, Inc.)

Delivery of Common Shares. (a) In connection with the exercise of Warrants, the Warrant Agent shall: (1) examine all Exercise Notices and all other documents delivered to it to ascertain whether, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms; (2) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (3) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (4) advise the Company with respect to an exercise, no later than two Business Days following the satisfaction of each of the applicable procedures for exercise set forth in Section 3.02(a4.02(a), of (vi) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (wii) the number of Common SharesShares to be delivered by the Company; (xiii) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Depository of the necessary information, (yiv) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (zv) such other information as the Company shall reasonably require; (5) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of Warrants; (6) promptly cancel and destroy a the applicable Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; (7) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate; and (8) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of Common Shares issued in connection with such exercises and the number of remaining outstanding Warrants. (b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issue, in book-entry form at the transfer agent or through the DepositaryDepository, the Common Shares due in connection with such exercise for the benefit and in the name of the Person designated by the Beneficial Owner Holder submitting the applicable Exercise Notice. The Person on whose behalf and in whose name any Common Shares are registered shall for all purposes be deemed to have become the holder of record of such Common Shares as of the Close of Business on the applicable Exercise Date. (c) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 4.04 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to the consummation of any exercise of any Warrants including, without limitation, with respect to any Exercise Price paid to the Warrant AgentWarrants.

Appears in 1 contract

Samples: Warrant Agreement (Seventy Seven Energy Inc.)

Delivery of Common Shares. (a) In connection with the exercise of WarrantsWarrants by a Warrant Holder, the Warrant Agent shall: (1) examine all Exercise Notices and all other documents delivered to it to ascertain whether, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms; (2) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (3) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (4) advise the Company with respect to an exercise, no later than two Business Days following the satisfaction of each of the applicable procedures for exercise set forth in Section 3.02(a), of (v) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (w) the number of Common SharesShares to be delivered by the Company; (x) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Depository Warrant Holder of the necessary information, (y) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (z) such other information as the Company shall reasonably require; (5) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of Warrants;; and (6) promptly cancel and destroy a Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; (7) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate; and (8) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of Common Shares issued in connection with such exercises and the number of remaining outstanding Warrants. (b) With In connection with the mandatory exercise of Warrants by the Company, the Warrant Agent shall advise the Company of (1) the number of Common Shares to be delivered by the Company; (2) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Warrant Holder of the necessary information, (3) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (4) such other information as the Company shall reasonably require. (c) If a registration statement covering the resale of the Common Shares issuable in connection with the exercise of a Warrant and naming the Warrant Holder as a selling stockholder thereunder is not effective or the Common Shares issued in connection with such exercise are not freely transferable without volume restrictions pursuant to Rule 144(b) under the Securities Act, with respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issueshall, in book-entry form at accordance with the transfer agent or through the Depositaryapplicable Exercise Notice, effect an electronic delivery of the Common Shares due with appropriate restrictive legends issuable in connection with such exercise for to the benefit and in Warrant Holder’s account. If a registration statement covering the name resale of the Person designated by Common Shares the Beneficial Owner submitting Common Shares issuable in connection with the applicable exercise of a Warrant and naming the Warrant Holder as a selling stockholder thereunder is effective or the Common Shares issued in connection with such exercise are freely transferable without volume restrictions pursuant to Rule 144(b) under the Securities Act, with respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall, in accordance with such Exercise Notice, effect an electronic delivery of the Common Shares free of restrictive legends issuable in connection with such exercise to the Warrant Holder’s account. The Person on whose behalf and in whose name any Common Shares are registered shall for all purposes be deemed to have become the holder of record of such Common Shares as of the Close of Business on the applicable Exercise Date. (cd) If a registration statement covering a resale of Common Shares issued in connection with properly exercised Warrants is not effective and the Warrant Holder directs the Company to deliver the Common Shares issued in connection with such exercise in a name other than that of the Warrant Holder or an Affiliate of the Warrant Holder, such Warrant Holder shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Common Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws. (e) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 3.05 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to the consummation of any exercise of any Warrants including, without limitation, with respect to any Exercise Price paid to the Warrant AgentWarrants.

Appears in 1 contract

Samples: Warrant Agreement (SAExploration Holdings, Inc.)

Delivery of Common Shares. (a) In connection with the exercise of Warrants, the Warrant Agent shall: (1) examine all Exercise Notices and all other documents delivered to it to ascertain whether, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms;terms; (2) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled;unfulfilled; (3) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices received and delivery of Warrants to the Warrant Agent’s account;account; (4) advise the Company with respect to an exercise, no later than two three Business Days following the satisfaction of each of the applicable procedures for exercise set forth in Section 3.02(a), of (v) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (w) if Full Physical Settlement applies, the number of Common Shares; Shares to be delivered by the Company, (x) the instructions with respect to issuance of the Common Shares, subject subject, in the case of exercise of a Global Warrant, to the timely receipt from the Depository of the necessary information, (y) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (z) such other information as the Company shall reasonably require;require; (5) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price in connection with Full Physical Settlement of Warrants;Warrants; (6) promptly cancel and destroy a Global the applicable Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing;writing; (7) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, (i) in respect of a Global Warrant, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate; and (ii) in the case of a Definitive Warrant, deliver a new Definitive Warrant, authenticated by the Warrant Agent, for the balance of the number of Warrants represented by the surrendered Definitive Warrant; and (8) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of Common Shares issued in connection with such exercises and the number of remaining outstanding Warrants. (b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issue, in book-entry form at the transfer agent or through the DepositaryDepository, the Common Shares due in connection with such exercise for the benefit and in the name of the Person designated by the Beneficial Owner or Warrantholder submitting the applicable Exercise Notice. The Person on whose behalf and in whose name any Common Shares are registered shall for all purposes be deemed to have become the holder of record of such Common Shares as of the Close of Business on the applicable Exercise Date. (c) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to the consummation of any exercise of any Warrants including, without limitation, with respect to any Exercise Price paid to the Warrant AgentWarrants.

Appears in 1 contract

Samples: Warrant Agreement (Key Energy Services Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!