Common use of EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANTS Clause in Contracts

EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANTS. (a) Through the Separation Date, a Warrant may not be divided or combined with other Warrants or exchanged, assigned or transferred apart from the share of Xxxxxx Corp. II Common Stock with which it was initially sold as a Unit. Until the occurrence of the Separation Date, the Warrant Agent will not record an exchange, assignment or transfer of a Warrant Certificate in the Warrant Register without certification by Xxxxxx Corp. II that the holder has transferred its Xxxxxx Corp. II Common Stock to the assignee named on the Warrant Assignment Form printed on the reverse of the Warrant Certificate. (b) After the Separation Date, Warrants may be exchanged, at the option of the Holder thereof, upon presentation and surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrants, for other Warrant Certificates of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of Warrant Shares as did such surrendered Warrant Certificate. Subject to the preceding sentence, a Warrant Certificate may be divided or combined with other Warrant Certificates that carry the same rights upon presentation thereof at the office of the Warrant Agent, together with written notice signed by the Holder or Holders thereof specifying the names and denominations in which new Warrant Certificates are to be issued. (c) After the Separation Date, Warrants may be assigned or transferred, at the option of the Holder thereof, upon surrender of the Warrant Certificates evidencing such Warrants to the Warrant Agent, accompanied (if so required by Dura or the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to Dura and the Warrant Agent, duly executed by such Holder or by a duly authorized representative or attorney, such signature to be guaranteed by a commercial bank or trust company having an office in the United States, by a broker or a dealer that is a member of the NASD or by a member of a national securities exchange (any such entity, an "Eligible Institution"). Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Warrant Certificates so cancelled shall be delivered by the Warrant Agent to Dura from time to time or otherwise disposed of by the Warrant Agent in a manner satisfactory to Dura. (d) Any transfer, exchange or assignment of Warrants (including any new Warrants issued pursuant to Section 11 hereof) shall be without charge (other than the cost of any transfer tax) to the Holder and any new Warrant or Warrants issued pursuant to this Section 8 shall be dated the date hereof.

Appears in 3 contracts

Samples: Warrant Agreement (Dura Pharmaceuticals Inc/Ca), Warrant Agreement (Dura Pharmaceuticals Inc/Ca), Warrant Agreement (Dura Pharmaceuticals Inc/Ca)

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EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANTS. (a) Through the Separation Date, a Warrant may not be divided or combined with other Warrants or exchanged, assigned or transferred apart from the share of Xxxxxx Corp. II Common Stock with which it was initially sold as a Unit. Until the occurrence of the Separation Date, the Warrant Agent will not record an exchange, assignment or transfer of a Warrant Certificate in the Warrant Register without certification by Xxxxxx Corp. II that the holder has transferred its Xxxxxx Corp. II Common Stock to the assignee named on the Warrant Assignment Form printed on the reverse of the Warrant Certificate. (b) After the Separation Date, 11.1 The Warrants may be exchangedexchanged or transferred, at the option of the Holder thereofholder, upon presentation and surrender of Warrant Certificates to the Warrant Agent of or to the Warrant Certificate evidencing such WarrantsCompany, for other Warrant Certificates of different denominations, entitling the Holder holder or Holders holders thereof to purchase in the aggregate the same number of Warrant Shares as did such surrendered Warrant CertificateShares. Subject to the preceding sentence, a Warrant Certificate may be divided or combined with other Warrant Certificates that carry the same rights upon presentation thereof at the office of the Warrant AgentAgent or the Company, together with written notice signed by the Holder or Holders thereof specifying the names and denominations in which new Warrant Certificates are to be issuedissued and signed by the holder thereof. (c) After the Separation Date, 11.2 The Warrants may be assigned or transferred, at the option of the Holder thereofholder, upon surrender of the Warrant Certificates evidencing such Warrants to the Warrant Agent, accompanied (if so required by Dura or with the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to Dura and the Warrant Agent, Assignment Form contained therein duly executed and accompanied by such Holder or by a duly authorized representative or attorney, such signature funds sufficient to be guaranteed by a commercial bank or trust company having an office in the United States, by a broker or a dealer that is a member of the NASD or by a member of a national securities exchange (pay any such entity, an "Eligible Institution")transfer tax. Upon any such registration of transfer, The Warrant Agent shall execute and deliver a new Warrant Certificate shall be issued to or Certificates in the transferee name of the assignee or assignees named in such instrument of assignment and, if the holder's entire interest in the Warrants is not being transferred or assigned, in the name of the holder, and the surrendered Warrant Certificate surrendered shall promptly be cancelled by the Warrant Agent. Warrant Certificates so cancelled shall be delivered by the Warrant Agent to Dura from time to time or otherwise disposed of by the Warrant Agent in a manner satisfactory to Duracancelled. (d) 11.3 Any transfer, exchange or assignment of the Warrants (including any new Warrants issued pursuant to Section 11 hereof) shall be without charge (other than the cost of any transfer taxtax to be paid by holder pursuant to Section 7 hereof) to the Holder holder and any new Warrant or Warrants Certificates issued pursuant to this Section 8 11 shall be dated the date hereofstate such new Warrant Certificate is issued.

Appears in 2 contracts

Samples: Warrant Agreement (Amerus Life Holdings Inc), Warrant Agreement (Amerus Life Holdings Inc)

EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANTS. (a) Through the Separation Date, a Warrant may not be divided or combined with other Warrants or exchanged, assigned or transferred apart from the share of Xxxxxx Corp. II Common Stock with which it was initially sold as a Unit. Until the occurrence of the Separation Date, the Warrant Agent will not record an exchange, assignment or transfer of a Warrant Certificate in the Warrant Register without certification by Xxxxxx Corp. II that the holder has transferred its Xxxxxx Corp. II Common Stock to the assignee named on the Warrant Assignment Form printed on the reverse of the Warrant Certificate. (b) After the Separation Date, Warrants may be exchanged, at the option of the Holder thereof, upon presentation and surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrants, for other Warrant Certificates of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of Warrant Shares as did such surrendered Warrant Certificate. Subject to the preceding sentence, a Warrant Certificate may be divided or combined with other Warrant Certificates that carry the same rights upon presentation thereof at the office of the Warrant Agent, together with written notice signed by the Holder or Holders thereof specifying the names and denominations in which new Warrant Certificates are to be issued. (cb) After the Separation Date, Warrants may be assigned or transferred, at the option of the Holder thereof, upon surrender of the Warrant Certificates evidencing such Warrants to the Warrant Agent, accompanied (if so required by Dura or the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to Dura and the Warrant Agent, duly executed by such Holder or by a duly authorized representative or attorney, such signature to be guaranteed by a commercial bank or trust company having an office in the United States, by a broker or a dealer that is a member of the NASD or by a member of a national securities exchange (any such entity, an "Eligible Institution"). Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Warrant Certificates so cancelled shall be delivered by the Warrant Agent to Dura from time to time or otherwise disposed of by the Warrant Agent in a manner satisfactory to Dura. (dc) Any transfer, exchange or assignment of Warrants (including any new Warrants issued pursuant to Section 11 10 hereof) shall be without charge (other than the cost of any transfer tax) to the Holder and any new Warrant or Warrants issued pursuant to this Section 8 shall be dated the date hereof.

Appears in 1 contract

Samples: Merger Agreement (Spiros Development Corp Ii Inc)

EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANTS. Prior to the effective date of the Registration Statement, or earlier if so notified by the Company (a) Through the "Separation Date"), a Warrant may not be divided or combined with other Warrants or exchanged, assigned or transferred apart from the share of Xxxxxx Corp. II Common Stock with which it was initially sold as a UnitUnit to the Warrant holder. Until the occurrence of the Separation DateAbsent an effective Registration Statement, the Warrant Agent will not record an exchange, assignment or transfer of a Warrant Certificate in the Warrant Register without certification by Xxxxxx Corp. II that the Warrant holder has transferred its Xxxxxx Corp. II Common Stock to the assignee named on the form of Warrant Assignment Form printed on contained in the reverse of the Warrant Certificate. (b) Warrant. After the Separation Date, and subject to compliance with all applicable securities laws, the Warrants may be exchangedexchanged or transferred, at the option of the Holder thereofWarrant holder, upon presentation and surrender of Warrants to the Warrant Agent of or to the Warrant Certificate evidencing such WarrantsCompany, for other Warrant Certificates Warrants of different denominations, entitling the Holder holder or Holders holders thereof to purchase exercise in the aggregate the same number of Warrant Shares as did such surrendered Warrant CertificateWarrants. Subject to the preceding sentence, a Warrant Certificate may be divided or combined with other Warrant Certificates Warrants that carry the same rights upon presentation thereof at the office of the Warrant AgentAgent or the Company, together with written notice signed by the Holder or Holders thereof specifying the names and denominations in which new Warrant Certificates Warrants are to be issued. (c) issued and signed by the holder thereof. After the Separation Date, Warrants may be assigned or transferred, at the option of the Holder thereofWarrant holder, upon surrender of the Warrant Certificates evidencing such Warrants to the Warrant Agent, accompanied (if so required by Dura or with the Warrant Agent) assignment form contained therein duly executed and accompanied by funds sufficient to pay any transfer tax. The Warrant Agent shall execute and deliver a written new Warrant in the name of the assignee or assignees named in such instrument or instruments assignment and, if the holder's entire interest in the Warrants is not being transferred or assigned, in the name of transfer in form satisfactory to Dura the Warrant holder, and the Warrant Agent, duly executed by such Holder or by a duly authorized representative or attorney, such signature to surrendered shall promptly be guaranteed by a commercial bank or trust company having an office in the United States, by a broker or a dealer that is a member of the NASD or by a member of a national securities exchange (any such entity, an "Eligible Institution")canceled. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Warrant Certificates so cancelled shall be delivered by the Warrant Agent to Dura from time to time or otherwise disposed of by the Warrant Agent in a manner satisfactory to Dura. (d) Any transfer, exchange or assignment of the Warrants (including any new Warrants issued pursuant to Section 11 hereof) shall be without charge (other than the cost of any transfer taxtax to be paid by the Warrant holder pursuant to Section 6 hereof) to the Holder Warrant holder and any new Warrant or Warrants issued pursuant to this Section 8 5B shall be dated the date hereofsuch new Warrant is issued.

Appears in 1 contract

Samples: Warrant Agreement (Cypress Bioscience Inc)

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EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANTS. (a) Through the Separation Date, a Warrant may not be divided or combined with other Warrants or exchanged, assigned or transferred apart from the share of Xxxxxx Corp. II Common Stock with which it was initially sold as a Unit. Until the occurrence of the Separation Date, the Warrant Agent will not record an exchange, assignment or transfer of a Warrant Certificate in the Warrant Register without certification by Xxxxxx Corp. II that the holder has transferred its Xxxxxx Corp. II Common Stock to the assignee named on the Warrant Assignment Form printed on the reverse of the Warrant Certificate. (b) After the Separation Date, 11.1 The Warrants may be exchangedexchanged or transferred, at the option of the Holder thereofholder, upon presentation and surrender of Warrant Certificates to the Warrant Agent of or to the Warrant Certificate evidencing such WarrantsCompany, for other Warrant Certificates of different denominations, entitling the Holder holder or Holders holders thereof to purchase in the aggregate the same number of Warrant Shares as did such surrendered Warrant CertificateShares. Subject to the preceding sentence, a Warrant Certificate may be divided or combined with other Warrant Certificates that carry the same rights upon presentation thereof at the office of the Warrant AgentAgent or the Company, together with written notice signed by the Holder or Holders thereof specifying the names and denominations in which new Warrant Certificates are to be issuedissued and signed by the holder thereof. (c) After the Separation Date, 11.2 The Warrants may be assigned or transferred, at the option of the Holder thereofholder, upon surrender of the Warrant Certificates evidencing such Warrants to the Warrant Agent, accompanied (if so required by Dura or with the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to Dura and the Warrant Agent, Assignment Form contained therein duly executed and accompanied by such Holder or by a duly authorized representative or attorney, such signature funds sufficient to be guaranteed by a commercial bank or trust company having an office in the United States, by a broker or a dealer that is a member of the NASD or by a member of a national securities exchange (pay any such entity, an "Eligible Institution")transfer tax. Upon any such registration of transfer, The Warrant Agent shall execute and deliver a new Warrant Certificate shall be issued to or Certificates in the transferee name of the assignee 7 or assignees named in such instrument of assignment and, if the holder's entire interest in the Warrants is not being transferred or assigned, in the name of the holder, and the surrendered Warrant Certificate surrendered shall promptly be cancelled by the Warrant Agent. Warrant Certificates so cancelled shall be delivered by the Warrant Agent to Dura from time to time or otherwise disposed of by the Warrant Agent in a manner satisfactory to Duracancelled. (d) 11.3 Any transfer, exchange or assignment of the Warrants (including any new Warrants issued pursuant to Section 11 hereof) shall be without charge (other than the cost of any transfer taxtax to be paid by holder pursuant to Section 7 hereof) to the Holder holder and any new Warrant or Warrants Certificates issued pursuant to this Section 8 11 shall be dated the date hereofstate such new Warrant Certificate is issued.

Appears in 1 contract

Samples: Warrant Agreement (Amvestors Financial Corp)

EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANTS. (a) Through the Separation Date, a Warrant may not be divided or combined with other Warrants or exchanged, assigned or transferred apart from the share of Xxxxxx Corp. II Common Stock with which it was initially sold as a Unit. Until the occurrence of the Separation Date, the Warrant Agent will not record an exchange, assignment or transfer of a Warrant Certificate in the Warrant Register without certification by Xxxxxx Corp. II that the holder has transferred its Xxxxxx Corp. II Common Stock to the assignee named on the Warrant Assignment Form printed on the reverse of the Warrant Certificate. (b) After the Separation Date, Warrants may be exchanged, at the option of the Holder thereof, upon presentation and surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrants, for other Warrant Certificates of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of Warrant Shares as did such surrendered Warrant Certificate. Subject to the preceding sentence, a Warrant Certificate may be divided or combined with other Warrant Certificates that carry the same rights upon presentation thereof at the office of the Warrant Agent, together with written notice signed by the Holder or Holders thereof specifying the names and denominations in which new Warrant Certificates are to be issued. (cb) After the Separation Date, Warrants may be assigned or transferred, at the option of the Holder thereof, upon surrender of the Warrant Certificates evidencing such Warrants to the Warrant Agent, accompanied (if so required by Dura or the Warrant AgentDura) by a written instrument or instruments of transfer in form satisfactory to Dura and the Warrant Agent, duly executed by such Holder or by a duly authorized representative or attorney, such signature to be guaranteed by a commercial bank or trust company having an office in the United States, by a broker or a dealer that is a member of the NASD or by a member of a national securities exchange (any such entity, an "Eligible Institution"). Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Warrant Certificates so cancelled shall be delivered by the Warrant Agent to Dura from time to time or otherwise disposed of by the Warrant Agent in a manner satisfactory to Dura. (dc) Any transfer, exchange or assignment of Warrants (including any new Warrants issued pursuant to Section 11 10 hereof) shall be without charge (other than the cost of any transfer tax) to the Holder and any new Warrant or Warrants issued pursuant to this Section 8 shall be dated the date hereof.

Appears in 1 contract

Samples: Warrant Agreement (Dura Pharmaceuticals Inc)

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