Exchange and Transfer of Warrant Certificates. The Warrants --------------------------------------------- (and any Warrant Shares issued upon exercise of the Warrants) shall bear such restrictive legend or legends as may be required by the Securities Purchase Agreement and as may be required by law and shall be transferable only in accordance with the terms of this Agreement and the Securities Purchase Agreement. The Company may from time to time register the transfer of any outstanding Warrant Certificates in a warrant register to be maintained by the Company upon surrender thereof accompanied by a written instrument or instruments of transfer in form satisfactory to the Company duly executed by the Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s). Warrant Certificates may be exchanged at the option of the Holder(s) thereof, when surrendered to the Company at the address set forth in Section 4.5 hereof for another Warrant Certificate or Warrant Certificates of like tenor and representing in the aggregate a like number of Warrant Shares: provided that the -------- Company shall not be required to issue any Warrant Certificate representing any fractional Warrant Shares.
Appears in 2 contracts
Samples: Warrant Agreement (Silicon Gaming Inc), Warrant Agreement (Silicon Gaming Inc)
Exchange and Transfer of Warrant Certificates. The Warrants --------------------------------------------- (and any Warrant Shares issued upon exercise of the Warrants) shall bear such restrictive legend or legends as may be required by the Securities Purchase Agreement and as may be required by law and shall be transferable only in accordance with the terms of this Agreement and the Securities Purchase Agreement. The Company may from time to time register note the transfer of any outstanding Warrant Certificates in a warrant register to be maintained by the Company upon surrender thereof accompanied by a written instrument or instruments of transfer in form satisfactory to the Company duly executed by the Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s). Warrant Certificates may be exchanged at the option of the Holder(s) thereof, when surrendered to the Company at the address set forth in Section 4.5 hereof for another Warrant Certificate or Warrant Certificates of like tenor and representing in the aggregate a like number of Warrant Shares: provided that the -------- Company shall not be required to issue any Warrant Certificate representing any fractional Warrant Shares.
Appears in 2 contracts
Samples: Warrant Agreement (Careside Inc), Warrant Agreement (Careside Inc)
Exchange and Transfer of Warrant Certificates. The Warrants --------------------------------------------- (and any Warrant Shares issued upon exercise of the Warrants) shall bear such restrictive legend or legends as may be required by the Securities Purchase Agreement and as may be required by law and shall be transferable only in accordance with the terms of this Agreement and the Securities Purchase Agreement. The Company may from time to time register the transfer of any outstanding Warrant Certificates in a warrant register to be maintained by the Company upon surrender thereof accompanied by a written instrument or instruments of transfer in form satisfactory to the Company duly executed by the Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s). Warrant Certificates may be exchanged at the option of the Holder(s) thereof, when surrendered to the Company at the address set forth in Section 4.5 4.6 hereof for another Warrant Certificate or Warrant Certificates of like tenor and representing in the aggregate a like number of Warrant Shares: provided Shares and Base Amount (as defined in Section 2.2 hereof): PROVIDED that the -------- Company shall not be required to issue any Warrant Certificate representing any fractional Warrant Shares. The number of Warrant Shares represented by a Warrant issued by the Company upon the exchange or transfer of a Warrant shall be equal to the sum of (i) the number of Warrant Shares with respect to which such Warrant is exercisable on the date of such transfer or exchange, plus (ii) the number of Warrant shares with respect to which such Warrant could in the future become exercisable pursuant to Section 2.2 hereof (without regard to any Partial Expiration that has not occurred as of the date of such transfer or exchange).
Appears in 1 contract
Samples: Warrant Agreement (Streamline Inc)
Exchange and Transfer of Warrant Certificates. The [If Offered Securities with Warrants --------------------------------------------- (which are immediately detachable - Upon] [If Offered Securities with Warrants which are not immediately detachable - Prior to the Detachable Date, a Warrant Certificate may be exchanged or transferred only together with the Offered Securities to which the Warrant Certificate was initially attached and any Warrant Shares issued upon exercise only for the purpose of effecting or in conjunction with an exchange or transfer of such Offered Securities. Prior to the Detachable Date, each transfer of the Warrants) Offered Securities [on the register of the Offered Securities] shall bear such restrictive legend operate also to transfer the related Warrant Certificates. After the Detachable Date, upon] surrender at the corporate trust office of the Warrant Agent [or legends as at ________], Warrant Certificates evidencing Warrants may be required by the Securities Purchase Agreement and as may be required by law and shall be transferable only in accordance with the terms of this Agreement and the Securities Purchase Agreement. The Company may from time to time register the transfer of any outstanding exchanged for Warrant Certificates in a warrant other denominations evidencing such Warrants or the transfer thereof may be registered in whole or in part; provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered. The Warrant Agent shall keep, at its corporate trust office [and at _______ __] books in which, subject to such reasonable regulations as it may prescribe, it shall register to be maintained by the Company Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates, upon surrender thereof accompanied by a written instrument or instruments of transfer in form satisfactory the Warrant Certificates to the Company duly executed by the Holder Warrant Agent at its corporate trust office [or Holders thereof at ____________] for exchange or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s). Warrant Certificates may be exchanged at the option of the Holder(s) thereof, when surrendered to the Company at the address set forth in Section 4.5 hereof for another Warrant Certificate or Warrant Certificates of like tenor and representing in the aggregate a like number of Warrant Shares: provided that the -------- Company shall not be required to issue any Warrant Certificate representing any fractional Warrant Shares.properly
Appears in 1 contract
Exchange and Transfer of Warrant Certificates. The Warrants --------------------------------------------- Warrant ---------------------------------------------- Certificates (and any Warrant Shares issued upon exercise of the Warrants) shall bear such restrictive legend or legends as may be required by the Securities Purchase Agreement and as may be required by law and shall be transferable only in accordance with the terms of this Agreement and the Securities Purchase Agreement. The Company may from time to time register note the transfer of any outstanding Warrant Certificates in a warrant register to be maintained by the Company upon surrender thereof accompanied by a written instrument or instruments of transfer in form satisfactory to the Company duly executed by the Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s). Warrant Certificates may be exchanged at the option of the Holder(s) thereof, when surrendered to the Company at the address set forth in Section 4.5 hereof for another Warrant Certificate or Warrant Certificates of like tenor and representing in the aggregate a like number of Warrant Shares: provided that the -------- Company shall not be required to issue any Warrant Certificate representing any fractional Warrant Shares.
Appears in 1 contract
Samples: Warrant Agreement (Careside Inc)
Exchange and Transfer of Warrant Certificates. (a) The Warrants --------------------------------------------- (and any Warrant Shares issued upon exercise of the Warrants) shall bear such restrictive legend or legends as may be required by the Securities Purchase this Agreement and as may be required by law and shall be transferable only in accordance with the terms of this Agreement and the Securities Purchase Agreement. Subject to the foregoing, the Warrants shall be fully and freely transferable in whole or in part.
(b) The Company may shall from time to time register the transfer of any outstanding Warrant Certificates in a the warrant register to be maintained by the Company upon surrender thereof accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the Company duly executed by the Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, the Company shall issue as promptly as practicable and in any event within seven (7) days after receipt of such notice of transfer a new Warrant Certificate shall be issued to the transferee(s). .
(c) At any time and from time to time based upon the transfer or exercise of fewer than all the Warrants represented by any Warrant Certificate or otherwise, Warrant Certificates may be exchanged at the option of the Holder(s) thereof, thereof when surrendered to the Company at the address set forth in Section 4.5 hereof for another Warrant Certificate or Warrant Certificates of like tenor and representing the right to purchase in the aggregate a like number of Warrant Shares: ; provided that the -------- Company shall not be required to issue any Warrant Certificate representing any fractional Warrant Shares.
(d) The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of new Warrant Certificates, including, without limitation, any transfer or stamp taxes.
(e) The Warrants may not be sold or transferred in violation of the stock ownership restrictions set forth in the Company Charter (the "Charter") and any such attempted sale or transfer shall be subject to the remedies set forth in the Charter subject to the Holder's rights pursuant to Section 2.4 hereof.
Appears in 1 contract
Samples: Warrant Agreement (Arden Realty Inc)
Exchange and Transfer of Warrant Certificates. The Warrants --------------------------------------------- ---------------------------------------------- (and any Warrant Shares issued upon exercise of the Warrants) shall bear such restrictive legend or legends as may be required by the Securities Purchase Agreement and as may be required by law and shall be transferable only in accordance with the terms of this Agreement and the Securities Purchase Agreement. The Company may from time to time register note the transfer of any outstanding Warrant Certificates in a warrant register to be maintained by the Company upon surrender thereof accompanied by a written instrument or instruments of transfer in form satisfactory to the Company duly executed by the Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s). Warrant Certificates may be exchanged at the option of the Holder(s) thereof, when surrendered to the Company at the address set forth in Section 4.5 hereof for another Warrant Certificate or Warrant Certificates of like tenor and representing in the aggregate a like number of Warrant Shares: provided that the -------- Company shall not be required to issue any Warrant Certificate representing any fractional Warrant Shares.
Appears in 1 contract
Samples: Warrant Agreement (Careside Inc)