Common use of Form of Warrants Clause in Contracts

Form of Warrants. Subject to Section 6 of this Agreement, the Warrants shall be issued (1) via book-entry registration on the books and records of the Warrant Agent and evidenced by the Warrant Statements, in substantially the form set forth in Exhibit A-1, and/or (2) in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A-2 attached hereto. The Warrant Statements and Global Warrant Certificates may bear such appropriate insertions, omissions, legends, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by (i) in the case of Global Warrant Certificates, the Appropriate Officers (as defined herein) executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates, or (ii) in the case of a Warrant Statement, any Appropriate Officer (as defined herein), and all of which shall be acceptable to the Warrant Agent. The Global Warrant Certificates shall be deposited on or after the Effective Date or a date that is as soon as reasonably practicable after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depository”) and registered in the name of Cede & Co., as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Appears in 2 contracts

Samples: Warrant Agreement (Dynegy Inc.), Warrant Agreement (Dynegy Inc.)

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Form of Warrants. Subject to Section 6 of this Agreement, the Warrants shall be issued (1i) via book-entry registration on the books and records of the Warrant Agent and evidenced by the Warrant Statements, in substantially the form set forth in Exhibit A-1A-1 attached hereto, and/or (2ii) in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A-2 attached hereto. The Warrant Statements and Global Warrant Certificates may bear such appropriate insertions, omissions, legends, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by (i) in the case of Global Warrant Certificates, the Appropriate Officers (as defined hereinhereinafter defined) executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates, or (ii) in the case of a Warrant Statement, any Appropriate Officer (as defined herein)Officer, and all of which shall be acceptable to the Warrant Agent. The Global Warrant Certificates shall be deposited on or after the Effective Date date hereof or a date that is as soon as reasonably practicable after the Effective Date date hereof with, or with the Warrant Agent Trust Company as custodian for, The Depository Trust Company (the “DepositoryDepositary”) and registered in the name of Cede & Co., as the DepositoryDepositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Appears in 2 contracts

Samples: Warrant Agreement, Warrant Agreement (Aveo Pharmaceuticals Inc)

Form of Warrants. Subject to Section 6 (a) The Warrants shall not be certificated other than a Global Warrant Certificate registered in the name of this Agreement, the Depositary or its nominee. The Warrants shall be issued (1) via book-entry registration on the books and records of the Warrant Agent (the “Book-Entry Warrants”), registered in the names of the Holders of such Warrants and evidenced by statements issued by the Warrant Agent to such Holders of Book-Entry Warrants reflecting such book-entry position (the “Warrant Statements”), in substantially the form set forth in Exhibit A-1, and/or (2) in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A-2 attached A hereto. The Warrant Statements and Global shall be dated the date on which countersigned by the Warrant Certificates may bear Agent, shall have such appropriate insertions, omissions, legends, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements typed, stamped, printed, lithographed or endorsements placed engraved thereon (which does not impact the Warrant Agent’s rights, duties or immunities) as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules made rule or regulation pursuant thereto or with any rules rule or regulation of any securities exchange or as may, consistently herewith, on which the Warrants may be determined by (i) in the case of Global Warrant Certificates, the Appropriate Officers (as defined herein) executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificateslisted, or (ii) in the case of a Warrant Statement, any Appropriate Officer (as defined herein), and all of which shall be acceptable to the Warrant Agent. The Global Warrant Certificates shall be deposited on or after the Effective Date or a date that is as soon as reasonably practicable after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depository”) and registered in the name of Cede & Co., as the Depository’s nomineeconform to usage. Each Global Warrant Certificate Statement shall represent such evidence the number of the outstanding Warrants as specified therein, and each shall provide that it Warrant evidenced thereby shall represent the aggregate amount of outstanding Warrants from time right, subject to time endorsed thereon the provisions contained herein and that the aggregate amount of outstanding Warrants represented thereby may from time therein, to time be reduced or increasedpurchase one Common Unit, subject to adjustment as appropriate, provided in accordance with the terms of this AgreementSection 5.

Appears in 2 contracts

Samples: Warrant Agreement, Warrant Agreement

Form of Warrants. Subject (1) The Warrants may be issued in both certificated and uncertificated form. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Holders to be maintained by the Warrant Agent in accordance with Section 6 of 2.6. Notwithstanding anything to the contrary in this AgreementIndenture, subject to Securities Laws, the Depository Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation. (2) For Certificated Warrants, the form of certificate representing Warrants shall be issued (1) via book-entry registration on the books and records of the Warrant Agent and evidenced substantially as set out in Schedule “A” hereto or such other form as is authorized from time to time by the Warrant Statements, in substantially the form set forth in Exhibit A-1, and/or (2) in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise Corporation and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A-2 attached hereto. The Warrant Statements and Global Warrant Certificates may bear such appropriate insertions, omissions, legends, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by (i) in the case of Global Warrant Certificates, the Appropriate Officers (as defined herein) executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates, or (ii) in the case of a Warrant Statement, any Appropriate Officer (as defined herein), and all of which shall be acceptable to the Warrant Agent. Each Warrant Certificate shall be Authenticated manually on behalf of the Warrant Agent. Each Warrant Certificate shall be signed by either of the Chief Executive Officer or Chief Financial Officer of the Corporation whose signature shall appear on the Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if it had been signed manually. Any Warrant Certificate which has the applicable signatures as hereinbefore provided shall be valid notwithstanding that one or more of the persons whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such certificate. The Global Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Warrant Agent may determine. All Warrant Certificates shall be deposited on or after dated as of the Effective Date or a date of their issuance, and shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. Irrespective of any adjustments pursuant to Article 4, the Warrant Certificates shall continue to be in the form set out in Schedule “A” and shall continue to express the number of Common Shares that is as soon as reasonably practicable after may be acquired upon the Effective Date withexercise of the Warrants evidenced thereby prior to any such adjustment which Common Shares will be adjusted upon exercise of the Warrant. (3) Upon the written order of the Corporation, or with the Warrant Agent as custodian forshall Authenticate Uncertificated Warrants (whether upon original issuance, The Depository Trust Company (exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the “Depository”) and registered in the name of Cede & Co., as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified thereinCorporation shall, and each shall provide hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the aggregate amount Holder or Holders are entitled to the benefits of outstanding this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants represented thereby may from with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time to and any other time, the register at the later time shall be reduced or increasedcontrolling, as appropriate, absent manifest error and such Uncertificated Warrants are binding on the Corporation. (4) Any Warrant Certificate validly issued in accordance with the terms of this AgreementIndenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and applicable Securities Laws, validly entitle the holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture. (5) No Warrant shall be considered issued and shall be valid or obligatory or shall entitle the Holder thereof to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the Holder thereof is entitled to the benefits of this Indenture. (6) No Certificated Warrant shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the Holder thereof to the benefits of this Indenture, until it has been Authenticated by manual signature by or on behalf of the Warrant Agent substantially in the form of the Warrant Certificate set out in Schedule “A” hereto. Such Authentication on any such Certificated Warrant shall be conclusive evidence that such Certificated Warrant is duly Authenticated and is a valid and a binding obligation of the Corporation and that the Holder is entitled to the benefits of this Indenture. The Authentication by the Warrant Agent on any such Certificated Warrant hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant or its issuance (except the due Authentication thereof and any other warranties by law) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or the proceeds thereof. (7) No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the Holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture. Authenticating by way of entry on the register shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Uncertificated Warrants or any of them or the proceeds thereof.

Appears in 2 contracts

Samples: Warrant Indenture (Dragonwave Inc), Warrant Indenture (Dragonwave Inc)

Form of Warrants. Subject to Section 6 of this Agreement(1) For Warrants issued in certificated form, the form of certificate representing Warrants shall be issued (1) via book-entry registration on the books and records of the Warrant Agent and evidenced substantially as set out in Schedule “A” hereto or such other form as is authorized from time to time by the Warrant Statements, in substantially the form set forth in Exhibit A-1, and/or (2) in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A-2 attached hereto. The Warrant Statements and Global Warrant Certificates may bear such appropriate insertions, omissions, legends, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by (i) in the case of Global Warrant Certificates, the Appropriate Officers (as defined herein) executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates, or (ii) in the case of a Warrant Statement, any Appropriate Officer (as defined herein), and all of which shall be acceptable to the Warrant Agent. Each Warrant Certificate shall be Authenticated manually on behalf of the Warrant Agent. Each Warrant Certificate shall be signed by either of the Chief Executive Officer or Chief Financial Officer of the Company whose signature shall appear on the Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Company as if it had been signed manually. Any Warrant Certificate which has the applicable signatures as hereinbefore provided shall be valid notwithstanding that one or more of the persons whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such certificate. The Global Warrant Certificates shall may be deposited on engraved, printed or after the Effective Date or a date that is as soon as reasonably practicable after the Effective Date withlithographed, or with partly in one form and partly in another, as the Warrant Agent as custodian for, may determine. (2) The Depository Trust Warrant Agent shall Authenticate Uncertificated Warrants by completing its Internal Procedures and the Company (the “Depository”) and registered in the name of Cede & Co., as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified thereinshall, and each shall provide hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the aggregate amount holder or holders are entitled to the benefits of outstanding this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants represented thereby may from with respect to which this indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time to and any other time the register at the later time shall be reduced or increasedcontrolling, as appropriate, absent manifest error and such Uncertificated Warrants are binding on the Company. (3) Any Warrant Certificate validly issued in accordance with the terms of this Agreementindenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this indenture and applicable law, validly entitle the holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this indenture. (4) No Warrant shall be considered issued and shall be valid or obligatory or shall entitle the holder thereof to the benefits of this indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Company of its obligations under this indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Company that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this indenture. (5) No Certificated Warrant shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this indenture, until it has been Authenticated by manual signature by or on behalf of the Warrant Agent substantially in the form of the Warrant set out in Schedule “A” hereto. Such Authentication on any such Certificated Warrant shall be conclusive evidence that such Certificated Warrant is duly Authenticated and is valid and a binding obligation of the Company and that the holder is entitled to the benefits of this indenture. (6) No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Company and that the beneficial owner is entitled to the benefits of this indenture.

Appears in 1 contract

Samples: Common Share Purchase Warrant Indenture (Silver Wheaton Corp.)

Form of Warrants. Subject to Section 6 of this Agreement, the Warrants shall be issued (1) via book-entry registration on the books and records of the Warrant Agent and evidenced by the Warrant Statements, in substantially the form set forth in Exhibit A-1A-1 attached hereto, and/or (2) in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A-2 attached hereto. The Warrant Statements and Global Warrant Certificates may bear such appropriate insertions, omissions, legends, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, or, be determined by (i) in the case of Global Warrant Certificates, the Appropriate Officers (as defined hereinhereinafter defined) executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates, or (ii) in the case of a Warrant Statement, any Appropriate Officer (as defined herein)Officer, and all of which shall be acceptable to the Warrant Agent. The Global Warrant Certificates shall be deposited on or after the Effective Date date hereof or a date that is as soon as reasonably practicable after the Effective Date date hereof with, or with the Warrant Agent Computershare Inc. as custodian for, The Depository Trust Company (the “DepositoryDepositary”) and registered in the name of Cede & Co., as the DepositoryDepositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Appears in 1 contract

Samples: Warrant Agreement (Healthsouth Corp)

Form of Warrants. Subject to Section 6 of this Agreement, the Warrants shall be issued (1) via book-entry registration on the books and records of the Warrant Agent and evidenced by the Warrant Statements, in substantially the customary form set forth in Exhibit A-1, and substance and/or (2) in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A-2 A attached hereto. The Warrant Statements and Global Warrant Certificates may bear such appropriate insertions, omissions, legends, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by (i) in the case of Global Warrant Certificates, the Appropriate Officers (as defined herein) executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates, or (ii) in the case of a Warrant Statement, any Appropriate Officer (as defined herein), and all of which shall be acceptable to the Warrant Agent. The Global Warrant Certificates shall be deposited on or after the Effective Date or a date that is as soon as reasonably practicable after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depository”) and registered in the name of Cede & Co., or such other entity designated by the Depository, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Appears in 1 contract

Samples: Warrant Agreement (Hertz Corp)

Form of Warrants. Subject to Section 6 of this Agreement, the Warrants shall be issued (1) via book-entry registration on the books and records of the Warrant Agent and evidenced by the Warrant Statements, in substantially the form set forth in Exhibit A-1A-1 attached hereto with respect to the Six Month Warrants, Exhibit A-2 attached hereto with respect to the Seven Year Warrants and Exhibit A-3 attached hereto with respect to the Ten Year Warrants, and/or (2) in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A-2 A-4 attached heretohereto with respect to the Six Month Warrants, Exhibit A-5 attached hereto with respect to the Seven Year Warrants and Exhibit A-6 attached hereto with respect to the Ten Year Warrants. The Warrant Statements and Global Warrant Certificates may bear such appropriate insertions, omissions, legends, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by (i) in the case of Global Warrant Certificates, the Appropriate Officers (as defined hereinhereinafter defined) executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates, or (ii) in the case of a Warrant Statement, any Appropriate Officer (as defined herein)Officer, and all of which shall be reasonably acceptable to the Warrant Agent. The Global Warrant Certificates shall be deposited on or after the Effective Date or a date that is as soon as reasonably practicable after the Effective Date withDate, or but no later than the Distribution Date, with the Warrant Agent COMPUTERSHARE TRUST COMPANY, N.A., as custodian for, for The Depository Trust Company (the “DepositoryDepositary) ), and registered in the name of Cede & Co., as the DepositoryDepositary’s nominee. Each Global Warrant Certificate shall represent such type of Warrants and such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Appears in 1 contract

Samples: Warrant Agreement (Delphi Corp)

Form of Warrants. Subject to Section 6 of this Agreement, the Warrants shall be issued (1) via book-entry registration on the books and records of the Warrant Agent and evidenced by the Warrant Statements, in substantially the customary form set forth in Exhibit A-1, and/or and substance or (2) in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A-2 A attached hereto, with respect to the Tranche 1 Warrants, and Exhibit B attached hereto, with respect to the Tranche 2 Warrants. The Warrant Statements and Global Warrant Certificates of each of the Tranche 1 Warrants and the Tranche 2 Warrants may bear such appropriate insertions, omissions, legends, substitutions and other variations as are required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by (i) by, in the case of Global Warrant Certificates, the Appropriate Officers (as defined herein) executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates, or (ii) in the case of a Warrant Statement, any Appropriate Officer (as defined herein), and all of which shall be acceptable to the Warrant Agent. The Any Global Warrant Certificates issued shall be deposited on or after the Effective Date or a date that is as soon as reasonably practicable after the Effective Date with, or with the Warrant Agent as custodian for, for The Depository Trust Company (the “Depository”) and registered in the name of Cede & Co., or such other entity designated by the Depository, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Appears in 1 contract

Samples: Warrant Agreement (Core Scientific, Inc./Tx)

Form of Warrants. Subject to Section 6 of this Agreement, the Warrants shall be issued (1) via book-entry registration on the books and records of the Warrant Agent and evidenced by the Warrant Statements, in substantially the form set forth in Exhibit A-1A-1 attached hereto, with respect to the Series A Warrants, and Exhibit A-2 attached hereto with respect to the Series B Warrants, and/or (2) in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A-2 A-3 attached heretohereto with respect to the Series A Warrants and Exhibit A-4 attached hereto with respect to the Series B Warrants. The Warrant Statements and Global Warrant Certificates may bear such appropriate insertions, omissions, legends, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, or, be determined by (i) in the case of Global Warrant Certificates, the Appropriate Officers (as defined hereinhereinafter defined) executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates, or (ii) in the case of a Warrant Statement, any Appropriate Officer (as defined herein)Officer, and all of which shall be acceptable to the Warrant Agent. The Global Warrant Certificates shall be deposited on or after the Effective Date or a date that is as soon as reasonably practicable after the Effective Date with, or with the Warrant Agent Mellon Investor Services LLC as custodian for, The Depository Trust Company (the “DepositoryDepositary”) and registered in the name of Cede & Co., as the DepositoryDepositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Appears in 1 contract

Samples: Warrant Agreement (Mirant Corp)

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Form of Warrants. Subject to Section 6 of this Agreement, the Warrants shall be issued (1) via book-entry registration on the books and records of the Warrant Agent and evidenced by the Warrant Statements, in substantially the form set forth in Exhibit A-1, and/or (2) in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A-2 attached hereto. The Warrant Statements and Global Warrant Certificates may bear such appropriate insertions, omissions, legends, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by (i) in the case of Global Warrant Certificates, the Appropriate Officers (as defined herein) executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates, or (ii) in the case of a Warrant Statement, any Appropriate Officer (as defined herein), and all of which shall be acceptable to the Warrant Agent. The Global Warrant Certificates shall be deposited on or after the Effective Date or a date that is as soon as reasonably practicable after the Effective Date with, or with the Warrant Agent [ ] as custodian for, The Depository Trust Company (the “Depository”) and registered in the name of Cede & Co., as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Appears in 1 contract

Samples: Warrant Agreement (Dynegy Inc.)

Form of Warrants. Subject to Section 6 of a. The Warrant Certificates (including all replacements issued in accordance with this Agreement, the Warrants Indenture) shall be issued (1) via book-entry registration on the books and records of the Warrant Agent and evidenced by the Warrant Statements, substantially in substantially the form set forth out in Exhibit A-1Schedule “A” hereto, and/or (2) shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Trustee, prescribe, and shall be issuable in any denomination excluding fractions. b. The Trustee acknowledges that the Warrants and the Common Shares issuable upon the exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or the securities laws of applicable states of the United States. Each Warrant Certificate originally issued to a U.S. Person or a person in the form of one United States (and, except as provided in subsection 2.10(c), each Warrant Certificate issued in exchange therefor or more global certificates in substitution on transfer thereof) shall be overprinted with the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (the THE Global Warrant CertificatesSECURITIES ACT”), the forms of election to exercise and of assignment to be printed on the reverse thereofOR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, in substantially the form set forth in Exhibit A-2 attached heretoBY PURCHASING THE SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY: (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL OR STATE LAWS AND REGULATIONS, (C) INSIDE THE UNITED STATES PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND ANY APPLICABLE STATE SECURITIES LAWS OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS, AFTER PROVIDING AN OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION TO THAT EFFECT. The Warrant Statements and Global Warrant Certificates may bear such appropriate insertionsDELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS OF STOCK EXCHANGES IN CANADA. IF THE SECURITIES REPRESENTED HEREBY ARE SOLD AT THE TIME THE CORPORATION IS A “FOREIGN PRIVATE ISSUER” WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, omissionsA NEW CERTIFICATE, legendsBEARING NO LEGEND MAY BE OBTAINED FROM THE CORPORATION’S TRANSFER AGENT AND REGISTRAR UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, substitutions and other variations as are required or permitted by this AgreementIN A FORM SATISFACTORY TO THE CORPORATION’S TRANSFER AGENT AND CHALLENGER, and may have such lettersTO THE EFFECT THAT THE SALE IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT. THE WARRANTS REPRESENTED HEREBY MAY NOT BE EXERCISED UNLESS THE HOLDER OF THE WARRANTS SIGNS AND DELIVERS TO THE CORPORATION A LETTER CERTIFYING THAT EITHER (I) THE HOLDER OF THE WARRANTS IS NOT WITHIN THE UNITED STATES AND IS NOT A U.S. PERSON; (II) THAT THE HOLDER OF THE WARRANTS IS AN ACCREDITED INVESTOR; OR (III) THAT THE HOLDER OF THE WARRANTS IS ACQUIRING THE COMMON SHARES ISSUABLE UPON THE EXERCISE OF THE WARRANTS IN A TRANSACTION THAT, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as mayIN THE OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION, consistently herewith, be determined by (i) in the case of Global Warrant Certificates, the Appropriate Officers (as defined herein) executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates, or (ii) in the case of a Warrant Statement, any Appropriate Officer (as defined herein), and all of which shall be acceptable to the Warrant Agent. The Global Warrant Certificates shall be deposited on or after the Effective Date or a date that is as soon as reasonably practicable after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depository”) and registered in the name of Cede & Co., as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this AgreementDOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS.

Appears in 1 contract

Samples: Warrant Indenture (Challenger Energy Corp)

Form of Warrants. Subject to Section 6 of this Agreement, the Warrants shall be issued (1) via book-entry registration on The Warrants, as well as all certificates or written notices issued in exchange for or in substitution of such Warrants or written notices, issued prior to the books completion of the Amalgamation, shall bear the following legend: (2) The Warrants will be issued in certificated form and records shall be evidenced by a Warrant Certificate (including all replacements issued in accordance with this Indenture), substantially in the form set out in Schedule “A” hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent Agent, prescribe, and evidenced shall be issuable in any denomination excluding fractions. (3) Upon the original issuance of the Warrants (both prior to the completion of the Amalgamation and post-Amalgamation) and until such time as it is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, all certificates representing the Warrants issued to or for the account or benefit of, an Accredited Investor Purchaser and all certificates issued in exchange therefor or in substitution thereof, shall bear a legend or other provision to the following effect: (4) Neither the Warrants issued prior to the completion of the Amalgamation nor the Common Shares issuable upon exercise of the Warrants prior to the completion of the Amalgamation have been or will be registered under the U.S. Securities Act or under any United States state securities laws. Any Warrant Certificate or certificated Common Shares issued to, or for the account or benefit of, an Accredited Investor Purchaser prior to the completion of the Amalgamation and each Warrant Certificate or certificated Common Shares issued in exchange therefor or in substitution thereof shall bear, for so long as required by the Warrant Statements, in substantially the form set forth in Exhibit A-1, and/or (2) in the form of one U.S. Securities Act or more global certificates (the “Global Warrant Certificates”)applicable state securities laws, the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A-2 attached hereto. The Warrant Statements and Global Warrant Certificates may bear following legend or such appropriate insertions, omissions, legends, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by (i) in the case of Global Warrant Certificates, the Appropriate Officers (as defined herein) executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates, or (ii) in the case of a Warrant Statement, any Appropriate Officer (as defined herein), and all of which shall be acceptable to the Warrant Agent. The Global Warrant Certificates shall be deposited on or after the Effective Date or a date that is as soon as reasonably practicable after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depository”) and registered in the name of Cede & Co., thereof as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants Corporation may prescribe from time to time endorsed thereon time: (5) Neither the Warrants issued post-Amalgamation nor the Common Shares issuable upon exercise of the Warrants post-Amalgamation have been or will be registered under the U.S. Securities Act or under any United States state securities laws. Any Warrant Certificate or certificated Common Shares issued to, or for the account or benefit of, an Accredited Investor Purchaser post-Amalgamation and that each Warrant Certificate or certificated Common Shares issued in exchange therefor or in substitution thereof shall bear, for so long as required by the aggregate amount of outstanding Warrants represented thereby U.S. Securities Act or applicable state securities laws, the following legend or such variations thereof as Wolf may prescribe from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.time:

Appears in 1 contract

Samples: Warrant Indenture

Form of Warrants. Subject to Section 6 of this Agreement, the Warrants shall be issued (1) via book-entry registration on the books and records of the Warrant Agent and evidenced by the Warrant Statements, in substantially the customary form set forth in Exhibit A-1, and substance and/or (2) if requested by any Warrantholder (as defined herein), in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A-2 A attached hereto. The Warrant Statements and Global Warrant Certificates of each of the Series I Warrants and the Series II Warrants, may bear such appropriate insertions, omissions, legends, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by (i) by, in the case of Global Warrant Certificates, the Appropriate Officers (as defined herein) executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates. If requested by any Warrantholder, or (ii) in the case of a Warrant Statement, any Appropriate Officer (as defined herein), and all of which shall be acceptable to the Warrant Agent. The Global Warrant Certificates shall be deposited on or after the Effective Date or a date that is as soon as reasonably practicable after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depository”) and registered in the name of Cede & Co., or such other entity designated by the Depository, as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Appears in 1 contract

Samples: Warrant Agreement (FTAI Infrastructure Inc.)

Form of Warrants. Subject to Section 6 of this Agreement, the Warrants shall be issued (1) via book-entry registration on The Warrants may be issued in both certificated and uncertificated form. Each Warrant originally issued to, or for the books account or benefit of, a U.S. Purchaser must bear the applicable legend set forth in subsection 2.8(2). All Warrants issued in certificated form shall be evidenced by a Warrant Certificate (including all replacements issued in accordance with this Indenture), substantially in the form and records bearing the applicable legends as set out in Schedule "A" hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Warrantholders to be maintained by the Warrant Statements, Agent in substantially the form set forth in Exhibit A-1, and/or accordance with Section 2.9. (2) Each Warrantholder, by purchasing and/or accepting such Warrant, acknowledges and agrees that the terms and conditions set forth in the form of one the Warrant Certificate as set out in Schedule "A" hereto, shall apply to all Warrants and Warrantholders, regardless of whether such Warrants are issued in certificated or more global certificates uncertificated form, or whether such Warrantholders are registered Warrantholders or owners of the Warrants who beneficially hold security entitlements in respect of the Warrants through the Depository. (3) The parties hereby acknowledge and agree that the “Global Warrant Certificates”)Shares issued upon exercise of the Warrants, if any, have not been and will not be registered under the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A-2 attached hereto. The Warrant Statements and Global Warrant Certificates may bear such appropriate insertions, omissions, legends, substitutions and other variations as are required U.S. Securities Act or permitted by this Agreementany applicable state securities laws, and may have the Warrants Shares issued upon exercise of such lettersWarrants will be, numbers "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and that each such U.S. Purchaser was or other marks of identification and such legends or endorsements placed thereon as may will be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by (i) in Article 3 and the case of Global Warrant Certificates, the Appropriate Officers (as defined herein) executing such Global Warrant Certificates, as evidenced by their execution of the Global Warrant Certificates, or (ii) in the case of a Warrant Statement, any Appropriate Officer (as defined herein), and all of which shall be acceptable to the Warrant Agent. The Global Warrant Certificates shall be deposited on or after the Effective Date or a date that is as soon as reasonably practicable after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depository”) and registered in the name of Cede & Co., as the Depository’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified exercise procedures set forth therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement.

Appears in 1 contract

Samples: Warrant Indenture (Razor Energy Corp.)

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