Common use of Electronic Certificates; Interpretation Clause in Contracts

Electronic Certificates; Interpretation. For purposes of this Warrant Agreement, (1) each Electronic Certificate will be deemed to include the text of the form of Certificate set forth in Exhibit A; (2) any legend, registration number or other notation that is required to be included on a Certificate will be deemed to be affixed to any Electronic Certificate notwithstanding that such Electronic Certificate may be in a form that does not permit affixing legends thereto; (3) any reference in this Warrant Agreement to the “delivery” of any Electronic Certificate will be deemed to be satisfied upon the registration of the electronic book entry representing such Electronic Certificate in the name of the applicable Holder; (4) upon satisfaction of any applicable requirements of the Delaware General Corporation Law, the Certificate of Incorporation and the Bylaws of the Company, and any related requirements of the Registrar, in each case for the issuance of Warrants in the form of one or more Electronic Certificates, such Electronic Certificates will be deemed to be executed by the Company.

Appears in 6 contracts

Samples: Warrant Agreement (New Pluto Global, Inc.), Subscription Agreement (Paramount Global), Warrant Agreement (Kennedy-Wilson Holdings, Inc.)

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Electronic Certificates; Interpretation. For purposes of this Warrant Agreement, Certificate of Designation: (1) each Electronic Certificate will be deemed to include the text of the form of Certificate stock certificate set forth in Exhibit A; (2) any legend, registration number legend or other notation that is required to be included on a Certificate will be deemed to be affixed to any Electronic Certificate notwithstanding that such Electronic Certificate may be in a form that does not permit affixing legends thereto; (3) any reference in this Warrant Agreement Certificate of Designation to the “delivery” of any Electronic Certificate will be deemed to be satisfied upon the registration of the electronic book entry representing such Electronic Certificate in the name of the applicable Holder; (4) upon satisfaction of any applicable requirements of the Delaware General Corporation LawLaw of the State of Delaware, the Certificate of Incorporation and the Bylaws of the CompanyCorporation, and any related requirements of the RegistrarTransfer Agent, in each case for the issuance of Warrants Convertible Preferred Stock in the form of one or more Electronic Certificates, such Electronic Certificates will be deemed to be executed by the CompanyCorporation and countersigned by the Transfer Agent.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Upland Software, Inc.), Securities Purchase Agreement (APi Group Corp), Securities Purchase Agreement (APi Group Corp)

Electronic Certificates; Interpretation. For purposes of this Warrant AgreementCertificate of Designations, (1A) each Electronic Certificate will be deemed to include the text of the form of Certificate stock certificate set forth in Exhibit A; (2B) any legend, registration number legend or other notation that is required to be included on a Certificate will be deemed to be affixed to included in any Electronic Certificate notwithstanding that such Electronic Certificate may be in a form that does not permit affixing legends thereto; (3C) any reference in this Warrant Agreement Certificate of Designations to the “delivery” of any Electronic Certificate will be deemed to be satisfied upon the registration of the electronic book book-entry representing such Electronic Certificate in the name of the applicable Holder; and (4D) upon satisfaction of any applicable requirements of the Delaware General Corporation Law, the Certificate of Incorporation and the Bylaws of the Company, and any related requirements of the RegistrarTransfer Agent, in each case for the issuance of Warrants Convertible Preferred Stock in the form of one or more Electronic Certificates, such Electronic Certificates will be deemed to be executed by the CompanyCompany and countersigned by the Transfer Agent.

Appears in 3 contracts

Samples: Exchange Agreement (Comtech Telecommunications Corp /De/), Business Combination Agreement (Isos Acquisition Corp.), Investment Agreement (Lindblad Expeditions Holdings, Inc.)

Electronic Certificates; Interpretation. For purposes of this Warrant AgreementCertificate of Designations, (1A) each Electronic Certificate will be deemed to include the text of the form of Certificate stock certificate set forth in Exhibit A; (2B) any legend, registration number legend or other notation that is required to be included on a Certificate will be deemed to be affixed to included in any Electronic Certificate notwithstanding that such Electronic Certificate may be in a form that does not permit affixing legends thereto; (3C) any reference in this Warrant Agreement Certificate of Designations to the “delivery” of any Electronic Certificate will be deemed to be satisfied upon the registration of the electronic book book-entry representing such Electronic Certificate in the name of the applicable Holder; (4D) upon satisfaction of any applicable requirements of the Delaware General Corporation Law, the Certificate of Incorporation and the Bylaws of the Company, and any related requirements of the RegistrarTransfer Agent, in each case for the issuance of Warrants Convertible Preferred Stock in the form of one or more Electronic Certificates, such Electronic Certificates will be deemed to be executed by the CompanyCompany and countersigned by the Transfer Agent.

Appears in 3 contracts

Samples: Investment Agreement (Rhythm Pharmaceuticals, Inc.), Investment Agreement (Emerald Holding, Inc.), Investment Agreement (EVO Payments, Inc.)

Electronic Certificates; Interpretation. For purposes of this Warrant AgreementCertificate of Designations, (1) each Electronic Certificate will be deemed to include the text of the form of Certificate stock certificate set forth in Exhibit A; (2) any legend, registration number legend or other notation that is required to be included on a Certificate will be deemed to be affixed to any Electronic Certificate notwithstanding that such Electronic Certificate may be in a form that does not permit affixing legends thereto; (3) any reference in this Warrant Agreement Certificate of Designations to the “delivery” of any Electronic Certificate will be deemed to be satisfied upon the registration of the electronic book entry representing such Electronic Certificate in the name of the applicable Holder; (4) upon satisfaction of any applicable requirements of the Delaware General Corporation LawLaw of the State of Delaware, the Certificate of Incorporation and the Bylaws of the Company, and any related requirements of the RegistrarTransfer Agent, in each case case, for the issuance of Warrants Convertible Preferred Stock in the form of one or more Electronic Certificates, such Electronic Certificates will be deemed to be executed by the CompanyCompany and countersigned by the Transfer Agent.

Appears in 2 contracts

Samples: Securities Purchase Agreement (FireEye, Inc.), Securities Purchase Agreement (FireEye, Inc.)

Electronic Certificates; Interpretation. For purposes of this Warrant AgreementCertificate of Designations, (1) each Electronic Certificate will be deemed to include the text of the form of Certificate stock certificate set forth in Exhibit A; (2) any legend, registration number legend or other notation that is required to be included on a Certificate will be deemed to be affixed to any Electronic Certificate notwithstanding that such Electronic Certificate may be in a form that does not permit affixing legends thereto; (3) any reference in this Warrant Agreement Certificate of Designations to the “delivery” of any Electronic Certificate will be deemed to be satisfied upon the registration of the electronic book entry representing such Electronic Certificate in the name of the applicable Holder; (4) upon satisfaction of any applicable requirements of the Delaware General Corporation LawTexas Business Organizations Code, the Certificate of Incorporation Formation and the Bylaws of the Company, and any related requirements of the RegistrarTransfer Agent, in each case case, for the issuance of Warrants Convertible Preferred Stock in the form of one or more Electronic Certificates, such Electronic Certificates will be deemed to be executed by the CompanyCompany and countersigned by the Transfer Agent.

Appears in 1 contract

Samples: Securities Purchase Agreement (Azz Inc)

Electronic Certificates; Interpretation. For purposes of this Warrant AgreementCertificate of Designations, (1A) each Electronic Certificate will be deemed to include the text of the form of Certificate stock certificate set forth in Exhibit A; (2B) any legend, registration number legend or other notation that is required to be included on a Certificate will be deemed to be affixed to included in any Electronic Certificate notwithstanding that such Electronic Certificate may be in a form that does not permit affixing legends thereto; (3C) any reference in this Warrant Agreement Certificate of Designations to the “delivery” of any Electronic Certificate will be deemed to be satisfied upon the registration of the electronic book book-entry representing such Electronic Certificate in the name of the applicable Holder; and (4D) upon satisfaction of any applicable requirements of the Delaware General Corporation Law, the Certificate of Incorporation and the Bylaws of the CompanyBylaws, and any related requirements of the RegistrarTransfer Agent, in each case for the issuance of Warrants Convertible Preferred Stock in the form of one or more Electronic Certificates, such Electronic Certificates will be deemed to be executed by the CompanyCompany and countersigned by the Transfer Agent.

Appears in 1 contract

Samples: Merger Agreement (M3-Brigade Acquisition II Corp.)

Electronic Certificates; Interpretation. For purposes of this Warrant AgreementCertificate of Amendment, (1A) each Electronic Certificate will be deemed to include the text of the form of Certificate stock certificate set forth in Exhibit A; (2B) any legend, registration number legend or other notation that is required to be included on a Certificate will be deemed to be affixed to included in any Electronic Certificate notwithstanding that such Electronic Certificate may be in a form that does not permit affixing legends thereto; (3C) any reference in this Warrant Agreement Certificate of Amendment to the “delivery” of any Electronic Certificate will be deemed to be satisfied upon the registration of the electronic book book-entry representing such Electronic Certificate in the name of the applicable Holder; and (4D) upon satisfaction of any applicable requirements of the Delaware General Corporation LawOhio Revised Code, the Certificate of Incorporation Charter and the Bylaws of the CompanyCompany Regulations, and any related requirements of the RegistrarTransfer Agent, in each case for the issuance of Warrants Convertible Preferred Shares in the form of one or more Electronic Certificates, such Electronic Certificates will be deemed to be executed by the CompanyCompany and countersigned by the Transfer Agent.

Appears in 1 contract

Samples: Investment Agreement (Agilysys Inc)

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Electronic Certificates; Interpretation. For purposes of this Warrant AgreementCertificate of Designations, (1) each Electronic Certificate will be deemed to include the text of the form of Certificate set forth in Exhibit A; (2) any legend, registration number or other notation that is required to be included on a Certificate will be deemed to be affixed to any Electronic Certificate notwithstanding that such Electronic Certificate may be in a form that does not permit affixing legends thereto; (3) any reference in this Warrant Agreement Certificate of Designations to the “delivery” of any Electronic Certificate will be deemed to be satisfied upon the registration of the electronic book entry representing such Electronic Certificate in the name of the applicable Holder; (4) upon satisfaction of any applicable requirements of the Delaware General Corporation Law, the Certificate of Incorporation and the Bylaws of the Company, and any related requirements of the RegistrarRegistrar or the Transfer Agent, in each case for the issuance of Warrants Exchangeable Preferred Stock in the form of one or more Electronic Certificates, such Electronic Certificates will be deemed to be executed by the Company.

Appears in 1 contract

Samples: Investment Agreement (Shenandoah Telecommunications Co/Va/)

Electronic Certificates; Interpretation. For purposes of this Warrant AgreementCertificate of Designations, (1A) each Electronic Certificate will be deemed to include the text of the form of Certificate stock certificate set forth in Exhibit A; (2B) any legend, registration number legend or other notation that is required to be included on a Certificate will be deemed to be affixed to included in any Electronic Certificate notwithstanding that such Electronic Certificate may be in a form that does not permit affixing legends thereto; (3C) any reference in this Warrant Agreement Certificate of Designations to the “delivery” of any Electronic Certificate will be deemed to be satisfied upon the registration of the electronic book book-entry representing such Electronic Certificate in the name of the applicable Holder; and (4D) upon satisfaction of any applicable requirements of the Delaware General Corporation Law, the Certificate of Incorporation Incorporation, and the Bylaws of the Company, and any related requirements of the RegistrarTransfer Agent, in each case case, for the issuance of Warrants Convertible Preferred Stock in the form of one or more Electronic Certificates, such Electronic Certificates will be deemed to be executed by the CompanyCompany and countersigned by the Transfer Agent.

Appears in 1 contract

Samples: Subscription Agreement (Dream Finders Homes, Inc.)

Electronic Certificates; Interpretation. For purposes of this Warrant Agreement, (1) each Electronic Certificate will be deemed to include the text of the form of Certificate set forth in Exhibit A; (2) any legend, registration number or other notation that is required to be included on a Certificate will be deemed to be affixed to any Electronic Certificate notwithstanding that such Electronic Certificate may be in a form that does not permit affixing legends thereto; (3) any reference in this Warrant Agreement to the “delivery” of any Electronic Certificate will be deemed to be satisfied upon the registration of the electronic book entry representing such Electronic Certificate in the name of the applicable Holder; (4) upon satisfaction of any applicable requirements of the Delaware General Corporation Law, the Certificate of Incorporation and the Bylaws of the Company, A&R LPA and any related requirements of the Registrar, in each case for the issuance of Warrants in the form of one or more Electronic Certificates, such Electronic Certificates will be deemed to be executed by the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Plymouth Industrial REIT, Inc.)

Electronic Certificates; Interpretation. For purposes of this Warrant Agreement, (1) each Electronic Certificate will be deemed to include the text of the form of Certificate set forth in Exhibit A; (2) any legend, registration number or other notation that is required to be included on a Certificate will be deemed to be affixed to any Electronic Certificate notwithstanding that such Electronic Certificate may be in a form that does not permit affixing legends thereto; (3) any reference in this Warrant Agreement to the “delivery” of any Electronic Certificate will be deemed to be satisfied upon the registration of the electronic book entry representing such Electronic Certificate in the name of the applicable Holder; (4) upon satisfaction of any applicable requirements of the Delaware Maryland General Corporation Law, the Certificate of Incorporation Charter and the Bylaws of the Company, and any related requirements of the Registrar, in each case for the issuance of Warrants in the form of one or more Electronic Certificates, such Electronic Certificates will be deemed to be executed by the Company.

Appears in 1 contract

Samples: Warrant Agreement (Redwood Trust Inc)

Electronic Certificates; Interpretation. For purposes of this Warrant AgreementCertificate of Designation, (1) each Electronic Certificate will be deemed to include the text of the form of Certificate stock certificate set forth in Exhibit A; (2) any legend, registration number legend or other notation that is required to be included on a Certificate will be deemed to be affixed to any Electronic Certificate notwithstanding that such Electronic Certificate may be in a form that does not permit affixing legends thereto; (3) any reference in this Warrant Agreement Certificate of Designation to the “delivery” of any Electronic Certificate will be deemed to be satisfied upon the registration of the electronic book entry representing such Electronic Certificate in the name of the applicable Holder; (4) upon satisfaction of any applicable requirements of the Delaware General Corporation LawNevada Revised Statutes, the Certificate Articles of Incorporation and the Bylaws of the Company, and any related requirements of the RegistrarTransfer Agent, in each case for the issuance of Warrants Convertible Preferred Stock in the form of one or more Electronic Certificates, such Electronic Certificates will be deemed to be executed by the CompanyCompany and countersigned by the Transfer Agent.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cryoport, Inc.)

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