Common use of Exchange and Registration of Transfer Clause in Contracts

Exchange and Registration of Transfer. Warrant Certificates may be exchanged for other Warrant Certificates representing an equal aggregate number of Warrants and, subsequent to _____________, 1998, may be transferred in whole or in part. Warrant Certificates to be exchanged shall be surrendered to the Warrant Agent at its Corporate Office, and the Company shall execute and the Warrant Agent shall countersign, issue and deliver in exchange therefor the Warrant Certificate(s) which the Registered Holder making the exchange shall be entitled to receive. The Warrant Agent shall keep, at its Corporate Office, books in which it shall register Warrant Certificates and the transfer thereof in accordance with its regular practice. Upon due presentment for registration of transfer of any Warrant Certificate at such office, the Company shall execute and issue and the Warrant Agent shall deliver to the transferee or transferees a new Warrant Certificate or Certificates representing an equal aggregate number of Warrants. With respect to all Warrant Certificates presented for assignment or registration of transfer, or for exchange or exercise, the form of assignment on the reverse thereof shall be duly endorsed, or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company and the Warrant Agent, duly executed by the Registered Holder or his attorney-in-fact duly authorized in writing. In addition, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. All Warrant Certificates surrendered for exercise, assignment, transfer or exchange (in case of mutilated Warrant Certificates) shall be promptly canceled by the Warrant Agent and thereafter destroyed by the Warrant Agent unless the Company directs their return. The Warrant Agent shall furnish to the Company written confirmation of the destruction of the Warrant Certificates so canceled. Prior to due presentment for registration of transfer thereof, the Company and the Warrant Agent may deem and treat the Registered Holder of any Warrant Certificate as the absolute owner thereof (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes and shall not be affected by any notice to the contrary.

Exchange and Registration of Transfer. Warrant Certificates may be exchanged for other Warrant Certificates representing an equal aggregate number of Warrants and, subsequent to _____________, 1998, may be transferred in whole or in part. Warrant Certificates The Company shall cause to be exchanged shall be surrendered kept at the Corporate Trust Office the Register in which, subject to the Warrant Agent at its Corporate Officesuch reasonable regulations as it may prescribe, and the Company shall execute provide for the registration of Securities of a Series and the Warrant Agent shall countersign, issue and deliver in exchange therefor the Warrant Certificate(s) which the Registered Holder making the exchange of transfers of Securities of such Series. The Register shall be entitled to receive. The Warrant Agent shall keep, at its Corporate Office, books in which it shall register Warrant Certificates and the transfer thereof written form or in accordance with its regular practiceany form capable of being converted into written form within a reasonably prompt period of time. Upon due presentment surrender for registration of transfer of any Warrant Certificate at Security of a Series to the Registrar or any co-registrar, and satisfaction of the requirements for such officetransfer set forth in this Section 2.07, the Company shall execute and issue execute, and the Warrant Agent Trustee shall deliver authenticate and deliver, in the name of the designated transferee or transferees, one or more new Security of the same Series of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Securities of a Series may be exchanged for other Securities of the same Series of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.06. Whenever any Securities of a Series are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities of the same Series that the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Securities of a Series issued upon any registration of transfer or exchange of Securities of the same Series shall be the valid Obligations of the Company, evidencing the same debt, and entitled to the transferee or transferees a new Warrant Certificate or Certificates representing an equal aggregate number same benefits under this Indenture, as the Securities of Warrants. With respect to all Warrant Certificates presented for assignment or the same Series surrendered upon such registration of transfer, transfer or exchange. All Securities of a Series presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or exercise, the form of assignment on the reverse thereof shall Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company Company, and the Warrant Agent, Securities of such Series shall be duly executed by the Registered Holder thereof or his attorney-in-fact attorney duly authorized in writing. In additionNo service charge shall be made to any Holder for any registration of, transfer or exchange of Securities, but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in connection therewith. All Warrant Certificates surrendered for exercise, assignment, with any registration of transfer or exchange of such Securities (in case of mutilated Warrant Certificates) other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.11, 3.06 or 9.06). Neither the Company nor the Trustee nor any Registrar shall be promptly canceled by the Warrant Agent and thereafter destroyed by the Warrant Agent unless the Company directs their return. The Warrant Agent shall furnish required to the Company written confirmation exchange, issue or register a transfer of the destruction of the Warrant Certificates so canceled. Prior to due presentment for registration of transfer thereof, the Company and the Warrant Agent may deem and treat the Registered Holder (a) Securities of any Warrant Certificate as Series for a period of fifteen calendar days next preceding date of mailing of a notice of redemption of Securities of that Series selected for redemption, or (b) Securities of any Series or portions thereof called for redemption, except for the absolute owner thereof (notwithstanding unredeemed portion of any notations Securities of ownership or writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes and shall not be affected by any notice to the contrarythat Series being redeemed in part.

Exchange and Registration of Transfer. Warrant Certificates may be exchanged for other Warrant Certificates representing an equal aggregate number of Warrants and, subsequent to _____________, 1998, and may be transferred in whole or in partpart at any time prior to the Expiration Date; provided that Warrant Certificates shall be transferable only in combination with Shares as whole units prior to the Initial Exercise Date. Warrant Certificates to be so exchanged shall be surrendered to the Warrant Agent at its Corporate Trust Office, and the Company company shall execute execute, and the Warrant Agent shall countersign, issue countersign and deliver in exchange therefor therefor, the Warrant Certificate(s) Certificate or Certificates which the Registered Holder making the exchange shall be entitled to receive, pursuant to Sections 3 and 4. The Warrant Agent shall keep, at its Corporate Officesuch office, books in which which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 5 and the transfer thereof in accordance with its regular practicethereof. Upon due presentment for registration of transfer of any Warrant Certificate at such office, the Company company shall execute and issue execute, and the Warrant Agent shall countersign and deliver to the transferee or transferees a new Warrant Certificate or Certificates representing an equal aggregate number of Warrants. With respect to all All Warrant Certificates presented for assignment registration or registration of transfer, transfer or for exchange or exercise, shall have the assignment form of assignment on the reverse thereof shall be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company company and the Warrant Agent, duly executed by the Registered Holder thereof or his attorney-in-fact attorney duly authorized in writing. In additionNo service charge shall be made for any exchange or registration of transfer or Warrant Certificates, but the Company company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewiththerewith and which the company is not required to pay hereunder. All Warrant Certificates so surrendered or surrendered for exercise, assignment, transfer or exchange (in case of mutilated Warrant Certificates) Certificates shall be promptly canceled by the Warrant Agent agent and thereafter destroyed retained by the Warrant Agent unless otherwise directed by the Company directs their return. The Warrant Agent shall furnish to the Company written confirmation of the destruction of the Warrant Certificates so canceled. Prior to due presentment for registration of transfer thereof, the Company and the Warrant Agent may deem and treat the Registered Holder of any Warrant Certificate as the absolute owner thereof (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes and shall not be affected by any notice to the contrarycompany in writing.

Exchange and Registration of Transfer. (a) Warrant Certificates may be exchanged for other Warrant Certificates representing an equal aggregate number of Warrants and, subsequent to _____________, 1998, or may be transferred in whole or in part. Warrant Certificates to be so exchanged shall be surrendered to the Warrant Agent at its Corporate Office, and the Company shall execute and the Warrant Warrant's Agent shall countersign, issue and deliver in exchange therefor the Warrant Certificate(s) Certificate or Certificates which the Registered Holder making the exchange shall be entitled to receive. (b) The Warrant Agent shall keep, at its Corporate Officesuch office, books in which which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and the transfer thereof in accordance with its regular practicethereof. Upon due presentment for registration of transfer of any Warrant Certificate at such office, the Company shall execute and issue and the Warrant Agent shall issue and deliver to the transferee or transferees a new Warrant Certificate or Certificates representing an equal aggregate number of Warrants. (c) With respect to all any Warrant Certificates presented for assignment or registration of transfer, or for exchange or exercise, the form of assignment subscription or exercise form, as the case may be, on the reverse thereof shall be duly endorsed, endorsed or be accompanied by a written instrument or instruments of transfertransfer and subscription, in form satisfactory to the Company and the Warrant Agent, duly executed by the Registered Holder thereof with such Registered Holder's signature guaranteed. (d) A $10 service charge may be imposed for any exchange, registration or his attorney-in-fact duly authorized in writingtransfer of Warrant Certificates. In additionHowever, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (f) All Warrant Certificates surrendered for exercise, assignment, transfer exercise or for exchange (in case of mutilated Warrant Certificates) shall be promptly canceled by the Warrant Agent and thereafter destroyed by the Warrant Agent unless the Company directs their returnAgent. The Warrant Agent shall furnish to the Company written confirmation of the destruction of the Warrant Certificates so canceled. (g) Prior to due presentment for registration of or transfer thereof, the Company and the Warrant Agent may deem and treat the Registered Holder of any Warrant Certificate as the absolute owner thereof of each Warrant represented thereby (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes and shall not be affected by any notice to the contrary. SECTION 7.

Exchange and Registration of Transfer. Warrant Certificates may be exchanged for other Warrant Certificates representing an equal aggregate number of Warrants andDebentures', subsequent to _____________Restrictions on Transfer, 1998, may be transferred in whole or in part. Warrant Certificates (a) The Company shall cause to be exchanged shall be surrendered kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of the Company designated pursuant to Section 6.02 being herein sometimes collectively referred to as the Warrant Agent at its Corporate Office"DEBENTURE REGISTER") in which, and subject to such reasonable regulations as it may prescribe, the Company shall execute provide for the registration of Debentures and the Warrant Agent shall countersign, issue and deliver in exchange therefor the Warrant Certificate(s) which the Registered Holder making the exchange of transfers of Debentures. The Debenture Register shall be entitled to receivein written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Warrant Agent shall keep, at its Corporate Office, books in which it shall register Warrant Certificates Trustee is hereby appointed "DEBENTURE REGISTRAR" for the purpose of registering Debentures and the transfer thereof transfers of Debentures as herein provided. The Company may appoint one or more co-registrars in accordance with its regular practiceSection 6.02; provided, however, that there shall be only one Debenture Register. Upon due presentment surrender for registration of transfer of any Warrant Certificate at Debenture to the Debenture Registrar or any co-registrar, and satisfaction of the requirements for such officetransfer set forth in this Section 2.05, the Company shall execute and issue execute, and the Warrant Agent Trustee shall deliver authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debentures of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Debentures may be exchanged for other Debentures of any authorized denominations and of a like aggregate principal amount, upon surrender of the Debentures to be exchanged at any such office or agency maintained by the Company pursuant to Section 6.02. Whenever any Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debentures which the Debentureholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Debentures issued upon any registration of transfer or exchange of Debentures shall be the valid obligations of the Company, evidencing the same debt, and entitled to the transferee or transferees a new Warrant Certificate or Certificates representing an equal aggregate number of Warrants. With respect to all Warrant Certificates presented for assignment or same benefits under this Indenture, as the Debentures surrendered upon such registration of transfer, transfer or exchange. All Debentures presented or surrendered for registration of transfer or for exchange exchange, redemption, repurchase or exercise, conversion shall (if so required by the form of assignment on Company or the reverse thereof shall Debenture Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company Company, and the Warrant Agent, Debentures shall be duly executed by the Registered Holder Debentureholder thereof or his attorney-in-fact attorney duly authorized in writing. In additionNo service charge shall be made to any holder for any registration of, transfer or exchange of Debentures, but the Company may require payment by the holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in connection therewith. All Warrant Certificates surrendered for exercise, assignment, with any registration of transfer or exchange (in case of mutilated Warrant Certificates) Debentures. Neither the Company nor the Trustee nor any Debenture Registrar shall be promptly canceled by the Warrant Agent required to exchange or register a transfer of (a) any Debentures for a period of fifteen (15) days next preceding any selection of Debentures to be redeemed, (b) any Debentures or portions thereof called for redemption pursuant to Section 3.02, (c) any Debentures or portions thereof surrendered for conversion pursuant to Article 16 or (d) any Debentures or portions thereof tendered for repurchase (and thereafter destroyed by the Warrant Agent unless the Company directs their return. The Warrant Agent shall furnish not withdrawn) pursuant to the Company written confirmation of the destruction of the Warrant Certificates so canceled. Prior to due presentment for registration of transfer thereof, the Company and the Warrant Agent may deem and treat the Registered Holder of any Warrant Certificate as the absolute owner thereof (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes and shall not be affected by any notice to the contrarySection 3.05.

Exchange and Registration of Transfer. (a) Warrant Certificates may be exchanged for other Warrant Certificates representing an equal aggregate number of Warrants and, subsequent to _____________, 1998, of the same class or may be transferred in whole or in part. Warrant Certificates to be exchanged shall be surrendered to the Warrant Agent at its Corporate Office, and upon satisfaction of all the terms and provisions hereof, the Company shall execute and the Warrant Agent shall countersign, issue and deliver in exchange therefor the Warrant Certificate(s) Certificate or Certificates which the Registered Holder making the exchange shall be entitled to receive. (b) The Warrant Agent shall keep, keep at its Corporate Office, office books in which which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and the transfer thereof in accordance with its regular practice. Upon due presentment for registration of transfer of any Warrant Certificate at such office, the Company shall execute and issue and the Warrant Agent shall issue and deliver to the transferee or transferees a new Warrant Certificate or Certificates representing an equal aggregate number of WarrantsWarrants of the same class. (c) With respect to all Warrant Certificates presented for assignment registration or registration of transfer, or for exchange or exercise, the subscription form of assignment on the reverse thereof shall be duly endorsed, or be accompanied by a written instrument or instruments of transfertransfer and subscription, in form satisfactory to the Company and the Warrant Agent, duly executed by the Registered Holder or his attorney-in-fact duly authorized in writing. (d) A service charge may be imposed by the Warrant Agent for any exchange or registration of transfer of Warrant Certificates. In addition, the Company may require payment by such holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) All Warrant Certificates surrendered for exercise, assignment, transfer exercise or for exchange (in case of mutilated Warrant Certificates) Certificates shall be promptly canceled by the Warrant Agent and thereafter destroyed retained by the Warrant Agent unless until termination of this Agreement or resignation as Warrant Agent, or, with the Company directs their return. The Warrant Agent shall furnish to prior written consent of Masox Xxxx, xxsposed of or destroyed, at the Company written confirmation direction of the destruction of the Warrant Certificates so canceledCompany. (f) Prior to due presentment for registration of transfer thereof, the Company and the Warrant Agent may deem and treat the Registered Holder of any Warrant Certificate as the absolute owner thereof (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes and shall not be affected by any notice to the contrary.the

Exchange and Registration of Transfer. Warrant Certificates may be exchanged for other Warrant Certificates representing an equal aggregate number of Warrants and, subsequent to _____________, 1998, or may be transferred in whole or in part. Warrant Certificates to be so exchanged shall be surrendered to the Warrant Agent at its Corporate Office, and the Company shall execute and the Warrant Agent shall countersign, issue and deliver in exchange therefor the Warrant Certificate(s) Certificate or Certificates which the Registered Holder making the exchange or other trading market shall be entitled to receive. The Warrant Agent shall keep, at its Corporate Officesuch office, books in which which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and the transfer thereof in accordance with its regular practicethereof. Upon due presentment for registration of transfer of any Warrant Certificate at such office, the Company shall execute and issue and the Warrant Agent shall issue and deliver to the transferee or transferees a new Warrant Certificate or Certificates representing an equal aggregate number of Warrants. With respect to all any Warrant Certificates presented for assignment registration or registration of transfer, or for exchange or exercise, the form of assignment subscription or exercise form, as the case may be, on the reverse thereof shall be duly endorsed, endorsed or be accompanied by a written instrument of instruments or instruments of transfertransfer and subscription, in form satisfactory to the Company and the Warrant Agent, duly executed by the Registered Holder thereof or his attorney-in-fact attorney duly authorized in writing. In additionNo service charge shall be made for any exchange or registration of transfer of Warrant Certificates. However, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. All Warrant Certificates surrendered for exercise, assignment, transfer exercise or for exchange (in case of mutilated Warrant Certificates) shall be promptly canceled by the Warrant Agent and thereafter destroyed by the Warrant Agent unless the Company directs their return. The Warrant Agent shall furnish to the Company written confirmation of the destruction of the Warrant Certificates so canceledAgent. Prior to due presentment for registration of or transfer thereof, the Company and the Warrant Agent may deem and treat the Registered Holder of any Warrant Certificate as the absolute owner thereof of each Warrant represented thereby (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes and shall not be affected by any notice to the contrary.

Exchange and Registration of Transfer. (a) Warrant Certificates may be exchanged for other Warrant Certificates representing an equal aggregate number of Warrants and, subsequent to _____________, 1998, or may be transferred in whole or in part. Warrant Certificates to be so exchanged shall be surrendered to the Warrant Agent at its Corporate Office, and the Company shall execute and the Warrant Agent shall countersign, issue and deliver in exchange therefor the Warrant Certificate(s) Certificate or Certificates which the Registered Register Holder making the exchange shall be entitled to receive. (b) The Warrant Agent shall keep, at its Corporate Officesuch office, books in which which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and the transfer thereof in accordance with its regular practicethereof. Upon due presentment for registration of transfer of any Warrant Certificate at such office, the Company shall execute and issue and the Warrant Agent shall issue and deliver to the transferee or transferees a new Warrant Certificate or Certificates representing an equal aggregate number of Warrants. (c) With respect to all any Warrant Certificates presented for assignment or registration of transfer, or for exchange or exercise, the form of assignment subscription or exercise form, as the case may be, on the reverse thereof shall be duly endorsed, endorsed or be accompanied by a written instrument or instruments of transferor transfer and subscription, in form satisfactory to the Company and the Warrant Agent, duly executed by the Registered Holder thereof or his attorney-in-fact attorney duly authorized in writing. In addition(d) No service charge shall be made for any exchange or registration of transfer of Warrant Certificates. However, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) All Warrant Certificates surrendered for exercise, assignment, transfer exercise or for exchange (in case of mutilated Warrant Certificates) shall be promptly canceled by the Warrant Agent and thereafter destroyed by the Warrant Agent unless the Company directs their returnAgent. The Warrant Agent shall furnish to the Company written confirmation of the destruction of the Warrant Certificates so canceled. (f) Prior to due presentment for registration of or transfer thereof, the Company and the Warrant Agent may deem and treat the Registered Holder of any Warrant Certificate as the absolute owner thereof of each Warrant represented thereby (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes and shall not be affected by any notice to the contrary.

Exchange and Registration of Transfer. (a) Warrant Certificates may be exchanged for other Warrant Certificates representing an equal aggregate number of Warrants and, subsequent to _____________, 1998, of the same class or may be transferred in whole or in part. Warrant Certificates to be exchanged shall be surrendered to the Warrant Agent at its Corporate Office, and upon satisfaction of the terms and provisions of this Agreement, the Company shall execute and the Warrant Agent shall countersign, issue and deliver in exchange therefor the Warrant Certificate(s) Certificate or Certificates which the Registered Holder making the exchange shall be entitled to receive. (b) The Warrant Agent shall keep, keep at its Corporate Office, office books in which which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and the transfer thereof in accordance with its regular practice. Upon due presentment for registration of transfer of any Warrant Certificate at such office, the Company shall execute and issue and the Warrant Agent shall issue and deliver to the transferee or transferees a new Warrant Certificate or Certificates representing an equal aggregate number of Warrants. (c) With respect to all Warrant Certificates presented for assignment registration or registration of transfer, or for exchange or exercise, the subscription form of assignment on the reverse thereof shall be duly endorsed, or be accompanied by a written instrument or instruments of transfertransfer and subscription, in form satisfactory to the Company and the Warrant Agent, duly executed by the Registered Holder or his attorney-in-fact duly authorized in writing. (d) A reasonable service charge may be imposed by the Warrant Agent for any exchange or registration of transfer of Warrant Certificates. In addition, the Company may require payment by such holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewithwith any exchanges, registration or transfer of Warrant Certificates. (e) All Warrant Certificates surrendered for exercise, assignment, transfer exercise or for exchange (in case of mutilated Warrant Certificates) Certificates shall be promptly canceled by the Warrant Agent and thereafter destroyed by the Warrant Agent unless the Company directs their return. The Warrant Agent shall furnish to the Company written confirmation of the destruction of the Warrant Certificates so canceled. Prior to due presentment for registration of transfer thereof, the Company and the Warrant Agent may deem and treat the Registered Holder of any Warrant Certificate as the absolute owner thereof (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes and shall not be affected by any notice to the contrary.thereafter