Common use of Execution and Delivery of Warrant Certificates Clause in Contracts

Execution and Delivery of Warrant Certificates. (a) Warrant Certificates evidencing the Warrants which may be countersigned and delivered under this Agreement are limited to Warrant Certificates evidencing 1,400,000 Warrants, except for Warrant Certificates countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, one or more previously countersigned Warrant Certificates pursuant to Sections 2.6, 3.2(d), 7 and 9. (b) At any time and from time to time on or after the date of this Agreement, Warrant Certificates evidencing the Warrants may be executed by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall, upon receipt of a Company Order and at the direction of the Company set forth therein, countersign and deliver such Warrant Certificates to the Company for issuance. The Warrant Agent is further hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Sections 2.2, 2.6, 3.2(d), 7 or 9. (c) The Warrant Certificates shall be executed in the corporate name and on behalf of the Company by the Chairman (or any Co-Chairman) of the Board, the Chief Executive Officer, the President or any one of the Vice Presidents of the Company under corporate seal reproduced thereon and attested to by the Secretary or one of the Assistant Secretaries of the Company, either manually or by facsimile signature printed thereon. The Warrant Certificates shall be countersigned by the Warrant Agent and shall not be valid for any purpose unless so

Appears in 2 contracts

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

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Execution and Delivery of Warrant Certificates. (a) Warrant Certificates evidencing Simultaneously with the Warrants which may be countersigned and delivered under this Agreement are limited to Warrant Certificates evidencing 1,400,000 Warrants, except for Warrant Certificates countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, one or more previously countersigned Warrant Certificates pursuant to Sections 2.6, 3.2(d), 7 and 9. (b) At any time and from time to time on or after the date execution of this Agreement, (i) A-Warrant Certificates evidencing an aggregate of 6,389,378 A-Warrants entitling the Warrants may holders thereof to collectively purchase an aggregate of 6,389,378 shares of Common Stock, subject to adjustment and subject to Section 3.07(a), shall be executed by the Company and delivered to the Initial Warrant Agent for countersignatureHolder, and (ii) B-Warrant Certificates evidencing an aggregate of 4,675,306 B-Warrants entitling the Warrant Agent shallholders thereof to collectively purchase an aggregate of 4,675,306 shares of Common Stock, upon receipt of a Company Order subject to adjustment and at the direction of subject to Section 3.07(b), shall be executed by the Company set forth therein, countersign and deliver such Warrant Certificates delivered to the Initial Warrant Holder. (b) From time to time, the Company for issuance. The Warrant Agent is further hereby authorized to countersign shall sign and deliver Warrant Certificates as in required by denominations to Persons entitled thereto in connection with any exchange permitted under this Section 2.3 or by Sections 2.2, 2.6, 3.2(d), 7 or 9. (c) Agreement. The Warrant Certificates shall be executed in the corporate name and on behalf of the Company by the Chairman (or any Co-Chairman) of the Boardits President, the Chief Executive Officer, the President or any one of the Vice Presidents of the Company under corporate seal reproduced thereon and attested to by the Chief Financial Officer, Secretary or one of the Assistant Secretaries of the CompanyExecutive Vice President, either manually or by facsimile signature printed thereon. The In case any officer of the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be countersigned by such officer of the Company before issue and delivery thereof, such Warrant Agent Certificates may, nevertheless, be issued and shall delivered with the same force and effect as though such person had not ceased to be valid for any purpose unless sosuch officer of the Company.

Appears in 2 contracts

Samples: Warrant and Registration Rights Agreement (Zale Corp), Warrant and Registration Rights Agreement (Z Investment Holdings, LLC)

Execution and Delivery of Warrant Certificates. (a) Warrant Certificates evidencing the Warrants which may be countersigned and delivered under this Agreement are limited to Warrant Certificates evidencing 1,400,000 ________ Warrants, except for Warrant Certificates countersigned delivered pursuant to Sections 2.4, 3.2(d), 6 and delivered 8 upon registration of transfer of, or in exchange for, or in lieu of, one or more previously countersigned issued Warrant Certificates pursuant and as may be necessary to Sections 2.6, 3.2(d), 7 and 9reflect the adjustments required by Section 5. (b) At any time and from time to time on or after the date of this Agreement, Warrant Certificates evidencing the Warrants may be executed and delivered by the Company and delivered for issuance upon transfer of Warrants pursuant to the Warrant Agent for countersignature, and the Warrant Agent shall, upon receipt provisions of a Company Order and at the direction of the Company set forth therein, countersign and deliver such Warrant Certificates to the Company for issuance. The Warrant Agent is further hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Sections 2.2, 2.6, 3.2(d), 7 or 92.4. (c) The Warrant Certificates shall be executed in the corporate name and on behalf of the Company by the Chairman (or any Co-Chairman) of the Board, the Chief Executive Officer, the President or any one of the Vice Presidents of the Company under corporate seal reproduced thereon and attested to by the Secretary or one of the Assistant Secretaries of the Company, either manually or by facsimile signature printed thereon. The In case any officer of the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be countersigned such officer of the Company before and delivery thereof, such Warrant Certificates may, nevertheless, be issued and delivered with the same force and effect as though such person had not ceased to be such officer of the Company, and any Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such Warrant Agent and Certificate, shall be a proper officer of the Company, although at the date of the execution of this Agreement any such person was not be valid for any purpose unless sosuch an officer.

Appears in 1 contract

Samples: Warrant Agreement (Conrad Industries Inc)

Execution and Delivery of Warrant Certificates. (a) Warrant Certificates evidencing the Warrants which may be countersigned and delivered under this Agreement are limited to Warrant Certificates evidencing 1,400,000 200,000 Warrants, except for Warrant Certificates countersigned delivered pursuant to Sections 2.4, 3.2(d), 6 and delivered 8 upon registration of transfer of, or in exchange for, or in lieu of, one or more previously countersigned issued Warrant Certificates pursuant and as may be necessary to Sections 2.6, 3.2(d), 7 and 9reflect the adjustments required by Section 5. (b) At any time and from time to time on or after the date of this Agreement, Warrant Certificates evidencing the Warrants may be executed and delivered by the Company and delivered for issuance upon transfer of Warrants pursuant to the Warrant Agent for countersignature, and the Warrant Agent shall, upon receipt provisions of a Company Order and at the direction of the Company set forth therein, countersign and deliver such Warrant Certificates to the Company for issuance. The Warrant Agent is further hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Sections 2.2, 2.6, 3.2(d), 7 or 92.4. (c) The Warrant Certificates shall be executed in the corporate name and on behalf of the Company by the Chairman (or any Co-Chairman) of the Board, the Chief Executive Officer, the President or any one of the Vice Presidents of the Company under corporate seal reproduced thereon and attested to by the Secretary or one of the Assistant Secretaries of the Company, either manually or by facsimile signature printed thereon. The In case any officer of the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be countersigned such officer of the Company before delivery thereof, such Warrant Certificates may, nevertheless, be issued and delivered with the same force and effect as though such person had not ceased to be such officer of the Company, and any Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such Warrant Agent and Certificate, shall be a proper officer of the Company, although at the date of the execution of this Agreement any such person was not be valid for any purpose unless sosuch an officer.

Appears in 1 contract

Samples: Warrant Agreement (Us Concrete Inc)

Execution and Delivery of Warrant Certificates. (a) Warrant Certificates evidencing Simultaneously with the Warrants which may be countersigned and delivered under this Agreement are limited to Warrant Certificates evidencing 1,400,000 Warrants, except for Warrant Certificates countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, one or more previously countersigned Warrant Certificates pursuant to Sections 2.6, 3.2(d), 7 and 9. (b) At any time and from time to time on or after the date execution of this Agreement, (i) A-Warrant Certificates evidencing an aggregate of up to 1,200,000 A-Warrants entitling the Warrants may holders thereof to collectively purchase an aggregate of up to 1,200,000 shares of Common Stock, subject to adjustment, shall be executed by the Company and delivered to the Warrant Agent for countersignatureHolders and (ii) B-Warrant Certificates evidencing an aggregate of up to 2,400,000 B-Warrants entitling the holders thereof to collectively purchase an aggregate of up to 2,400,000 shares of Common Stock, subject to adjustment, shall be executed by the Company and delivered to the Warrant Agent shallHolders; each in such amounts as set forth on Schedule A attached hereto. (b) From time to time, upon receipt of a Company Order and at the direction of the Company set forth therein, countersign and deliver such Warrant Certificates to the Company for issuance. The Warrant Agent is further hereby authorized to countersign shall sign and deliver Warrant Certificates as in required by denominations to Persons entitled thereto in connection with any exchange permitted under this Section 2.3 or by Sections 2.2, 2.6, 3.2(d), 7 or 9. (c) Agreement. The Warrant Certificates shall be executed in the corporate name and on behalf of the Company by the Chairman (or any Co-Chairman) of the Boardits President, the Chief Executive Officer, the President or any one of the Vice Presidents of the Company under corporate seal reproduced thereon and attested to by the Chief Financial Officer, Secretary or one of the Assistant Secretaries of the CompanyExecutive Vice President, either manually or by facsimile signature printed thereon. The In case any officer of the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be countersigned by such officer of the Company before issue and delivery thereof, such Warrant Agent Certificates may, nevertheless, be issued and shall delivered with the same force and effect as though such person had not ceased to be valid for any purpose unless sosuch officer of the Company.

Appears in 1 contract

Samples: Warrant and Registration Rights Agreement (Towerstream Corp)

Execution and Delivery of Warrant Certificates. (a) Simultaneously with the execution of this Agreement, the Company shall execute and deliver to Comcast Warrant Certificates evidencing an aggregate of 8,000,000 Warrants entitling the Warrants which may be countersigned and delivered under this Agreement are limited Holder thereof to Warrant Certificates evidencing 1,400,000 Warrantspurchase an aggregate of up to 8,000,000 Ordinary Shares, except for Warrant Certificates countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, one or more previously countersigned Warrant Certificates pursuant subject to Sections 2.6, 3.2(d), 7 and 9adjustment as provided herein. (b) At any time and from From time to time on or after the date of this Agreementtime, Warrant Certificates evidencing the Warrants may be executed by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall, upon receipt of a Company Order and at the direction of the Company set forth therein, countersign and deliver such Warrant Certificates to the Company for issuance. The Warrant Agent is further hereby authorized to countersign shall execute and deliver Warrant Certificates as in required by denominations to Persons entitled thereto in connection with any exchange or transfer permitted under this Section 2.3 or by Sections 2.2, 2.6, 3.2(d), 7 or 9. (c) Agreement. The Warrant Certificates shall be executed in the corporate name and on behalf of the Company by the Chairman (or any Co-Chairman) of the Boardits President, the Chief Executive Officer, the President or any one of the Vice Presidents of the Company under corporate seal reproduced thereon and attested to by the Chief Financial Officer, Secretary or one of the Assistant Secretaries of the CompanyExecutive Vice President, either manually or by facsimile signature printed thereon. The In case any officer of the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be countersigned by such officer of the CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Company before issue and delivery thereof, such Warrant Agent Certificates may, nevertheless, be issued and shall delivered with the same force and effect as though such person had not ceased to be valid for any purpose unless sosuch officer of the Company.

Appears in 1 contract

Samples: Warrant and Registration Rights Agreement

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Execution and Delivery of Warrant Certificates. (a) Warrant Certificates evidencing the Warrants which may be countersigned and delivered under this Agreement are limited to Warrant Certificates evidencing 1,400,000 1,666,667 Warrants, except for Warrant Certificates countersigned delivered pursuant to Sections 2.4, 3.2(d), 6 and delivered 8 upon registration of transfer of, or in exchange for, or in lieu of, one or more previously countersigned issued Warrant Certificates pursuant to Sections 2.6, 3.2(d), 7 and 9Certificates. (b) At any time and from time to time on or after the date of this Agreement, Warrant Certificates evidencing the Warrants may be executed by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall, upon receipt of a Company Order and at the direction of the Company set forth therein, countersign and deliver such Warrant Certificates to by the Company for issuance. The Warrant Agent is further hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Sections 2.2, 2.6, 3.2(d), 7 or 9. (c) The Warrant Certificates shall be executed in the corporate name and on behalf of the Company by the Chairman (or any Co-Chairman) of the Board, the Chief Executive Officer, the President or any one of the Vice Presidents of the Company under corporate seal reproduced thereon and attested to by the Secretary or one of the Assistant Secretaries of the Company, either manually or by facsimile signature printed thereon. The In case any officer of the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be countersigned such officer of the Company before and delivery thereof, such Warrant Certificates may, nevertheless, be issued and delivered with the same force and effect as though such person had not ceased to be such officer of the Company, and any Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such Warrant Agent and Certificate, shall be a proper officer of the Company, although at the date of the execution of this Agreement any such person was not be valid for any purpose unless sosuch an officer.

Appears in 1 contract

Samples: Merger Agreement (Coda Energy Inc)

Execution and Delivery of Warrant Certificates. (a) Warrant Certificates evidencing the Warrants which may be countersigned and delivered under this Agreement are limited to Warrant Certificates evidencing 1,400,000 Warrants, except for Warrant Certificates countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, one or more previously countersigned Warrant Certificates pursuant to Sections 2.6, 3.2(d), 7 and 9. (b) At any time and from time to time on or after the date of this Agreement, Warrant Certificates evidencing the Warrants may be executed by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall, upon receipt of a Company Order and at the direction of the Company set forth therein, countersign and deliver such Warrant Certificates to the Company for issuanceoriginal issuance to the respective Persons entitled thereto. The Warrant Agent is further hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Sections 2.2, 2.6, 3.2(d), 7 or 9. (cb) The Warrant Certificates shall be executed in the corporate name and on behalf of the Company by the Chairman Chairperson (or any Co-ChairmanChairperson) of the Board, the Chief Executive Officer or Treasurer (each, an “Appropriate Officer, the President or any one of the Vice Presidents of the Company under corporate seal reproduced thereon ”) and attested to by the Secretary or one of the Assistant Secretaries of the Company, either manually or by facsimile or electronic signature printed thereon. The Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless soso countersigned. In case any officer of the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issue and delivery thereof, such Warrant Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer of the Company, and any Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company, although at the date of the execution of this Warrant Agreement any such person was not such officer.

Appears in 1 contract

Samples: Warrant Agreement (Internap Corp)

Execution and Delivery of Warrant Certificates. (a) Warrant Certificates evidencing the Warrants which may be countersigned and delivered under this Agreement are limited to Warrant Certificates evidencing 1,400,000 72,000 Warrants, except for Warrant Certificates countersigned delivered pursuant to Sections 2.4, 3.2(d), 6 and delivered 8 upon registration of transfer of, or in exchange for, or in lieu of, one or more previously countersigned issued Warrant Certificates pursuant and as may be necessary to Sections 2.6, 3.2(d), 7 and 9reflect the adjustments required by Section 5. (b) At any time and from time to time on or after the date of this Agreement, Warrant Certificates evidencing the Warrants may be executed and delivered by the Company and delivered for issuance upon transfer of Warrants pursuant to the Warrant Agent for countersignature, and the Warrant Agent shall, upon receipt provisions of a Company Order and at the direction of the Company set forth therein, countersign and deliver such Warrant Certificates to the Company for issuance. The Warrant Agent is further hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Sections 2.2, 2.6, 3.2(d), 7 or 92.4. (c) The Warrant Certificates shall be executed in the corporate name and on behalf of the Company by the Chairman (or any Co-Chairman) of the Board, the Chief Executive Officer, the President or any one of the Vice Presidents of the Company under corporate seal reproduced thereon and attested to by the Secretary or one of the Assistant Secretaries of the Company, either manually or by facsimile signature printed thereon. The In case any officer of the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be countersigned such officer of the Company before and delivery thereof, such Warrant Certificates may, nevertheless, be issued and delivered with the same force and effect as though such person had not ceased to be such officer of the Company, and any Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such Warrant Agent and Certificate, shall be a proper officer of the Company, although at the date of the execution of this Agreement any such person was not be valid for any purpose unless sosuch an officer.

Appears in 1 contract

Samples: Warrant Agreement (Conrad Industries Inc)

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