IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCES, INC. By_________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to__________________________________________ of fully paid shares of common stock Shares (the "Shares") of Alaska Apollo Resources Inc. a Province of British Columbia corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share (the "Exercise Price") upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive office of the Company, but subject to the conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company.
Appears in 1 contract
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCESATTEST: TEAM COMMUNICATIONS GROUP, INC. ___________________________ By:_____________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. Name: Title: NATIONAL SECURITIES CORPORATION By:_____________________________________ _________________, President Name: Title: 26 EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE REPRESENTATIVE'S WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE REPRESENTATIVE'S WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 NEW YORK TIME, ____ ___, 2003 Representative's Warrant No. 1 150,000 Shares of Common Stock WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________National Securities Corporation, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to__________________________________________ of fully paid ___, 1998 until 5:30 p.m., New York time on ____ ___, 2003 ("Expiration Date"), up to 150,000 shares of fully-paid and non-assessable common stock Shares stock, no par value (the "SharesCommon Stock") of Alaska Apollo Resources Inc. Team Communications Group, Inc., a Province of British Columbia California corporation (the "Company"), ) at the initial exercise price, subject to adjustment in certain events events, of twelve and one-half cents ($0.125) _____ per Share share (the "Exercise Price") upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Representative's Warrant Agreement dated as of March 7_____ ___, 1997, between 1998 among the Company and Exergon Capital S.A. National (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. 00 Xx Xxxxxxx xxx be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Representative's Warrants evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Representative's Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Representative's Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Representative's Warrants. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Representative's Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Representative's Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Representative's Warrants evidenced by this Warrant Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered unexercised Representative's Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement.
Appears in 1 contract
Samples: Representative's Warrant Agreement (Team Communication Group Inc)
IN WITNESS OF. the parties hereto have caused this Trust Agreement to be duly executedexecuted by their respective officers hereunto duly authorized, as of the day and year first above written. ALASKA APOLLO RESOURCESPAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, INC. Depositor By_________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to______: ____________________________________ of fully paid shares of common stock Shares Xxxxxxx X. Xxxxxx Senior Vice President LIFE INVESTMENT HOLDINGS, INC. By: ____________________________________ Name: Title: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: ____________________________________ Name: Title: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Paying Agent By: ____________________________________ Name: Title: EXHIBIT A TO THE TRUST AGREEMENT FORM OF RESIDUAL INTEREST CERTIFICATE THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, LIFE FINANCIAL CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN SECTION 3.10(B) OF THE TRUST AGREEMENT, NO TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A "PLAN" WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN INVESTOR"), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING SUCH RESIDUAL INTEREST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN INVESTOR. THE TRANSFEREE OF THIS CERTIFICATE SHALL BE SUBJECT TO UNITED STATES FEDERAL WITHHOLDING TAX UNLESS THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING AS TO THE TRANSFEREE'S STATUS AS A U.S. PERSON UNDER U.S. FEDERAL TAX LAW. THE OWNER TRUSTEE SHALL NOT EXECUTE, AND SHALL NOT COUNTERSIGN AND DELIVER, A RESIDUAL INTEREST CERTIFICATE IN CONNECTION WITH ANY TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE UNLESS THE TRANSFEROR SHALL HAVE PROVIDED TO THE OWNER TRUSTEE A CERTIFICATE, SIGNED BY THE TRANSFEREE, WHICH CERTIFICATE SHALL CONTAIN THE CONSENT OF THE TRANSFEREE TO ANY AMENDMENTS OF THE TRUST AGREEMENT AS MAY BE REQUIRED TO EFFECTUATE FURTHER THE RESTRICTIONS ON TRANSFER OF THE RESIDUAL INTEREST CERTIFICATES TO NON-PERMITTED FOREIGN HOLDERS, AND AN AGREEMENT BY THE TRANSFEREE THAT IT WILL NOT TRANSFER THIS RESIDUAL INTEREST CERTIFICATE WITHOUT PROVIDING TO THE OWNER TRUSTEE A SUBSTANTIALLY IDENTICAL CERTIFICATE, SIGNED BY THE PROSPECTIVE OWNER TO WHOM THIS RESIDUAL INTEREST CERTIFICATE IS TO BE TRANSFERRED. LIFE FINANCIAL HOME LOAN OWNER TRUST 1997-3 RESIDUAL INTEREST CERTIFICATE No. ______ THIS CERTIFIES THAT _______________________________ (the "SharesOwner") is the registered owner of Alaska Apollo Resources Inc. a Province of British Columbia corporation ____% residual interest in Life Financial Home Loan Owner Trust 1997-3 (the "CompanyTrust")) existing under the laws of the State of Delaware and created pursuant to the Trust Agreement dated as of December 1, at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share 1997 (the "Exercise PriceTrust Agreement") upon surrender of this Warrant Certificate between PaineWebber Mortgage Acceptance Corporation IV, as Depositor, Life Investment Holdings, Inc., as the Transferor, Wilmington Trust Company, not in its individual capacity but solely in its fiduciary capacity as owner trustee under the Trust Agreement (the "Owner Trustee") and payment Norwest Bank Minnesota, National Association, as Paying Agent (the "Paying Agent"). Initially capitalized terms used but not defined herein have the meanings assigned to them in the Trust Agreement. The Owner Trustee, on behalf of the Exercise Price at the principal executive office Issuer and not in its individual capacity, has executed this Residual Interest Certificate by one of its duly authorized signatories as set forth below. This Residual Interest Certificate is one of the Company, but Residual Interest Certificates referred to in the Trust Agreement and is issued under and is subject to the terms, provisions and conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be Trust Agreement to which the holder of this Residual Interest Certificate by virtue of the acceptance hereof agrees and by which the holder hereof is bound. Reference is hereby made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order Trust Agreement and the Sale and Servicing Agreement for the rights of the Companyholder of this Residual Interest Certificate, as well as for the terms and conditions of the Trust created by the Trust Agreement. The holder, by its acceptance hereof, agrees not to transfer this Residual Interest Certificate except in accordance with terms and provisions of the Trust Agreement. THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Appears in 1 contract
Samples: Trust Agreement (Life Financial Home Loan Owner Trust 1997-3)
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCES, INC. ATTEST: RIVIERA TOOL COMPANY /s/ Petex X. Xxxxxx By_________________________________ Willxxx : /s/ Kennxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. Xxxxx -------------------- ------------------------------------ Petex X. Xxxxxx Name: Kennxxx X. Xxxxx Xxxretary Title: President NATIONAL SECURITIES CORPORATION By_________________________________ _________________, President : /s/ Stevxx X. Xxxxxxxxx ------------------------------------ Name: Stevxx X. Xxxxxxxxx Title: Chairman EXHIBIT A [FORM OF REPRESENTATIVE'S WARRANT CERTIFICATE] THE WARRANTS REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 NEW YORK TIME, March 2, 2002 Representative's Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that __________________________________________________ Shares of Common Stock WARRANT CERTIFICATE This Warrant Certificate certifies that __________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 73, 19971998 until 5:30 p.m., New York time on March 2, 2002 ("Expiration Date"), up to___________________________________to _______ of fully paid shares of fully-paid and non-assessable common stock Shares stock, no par value (the "SharesCommon Stock") of Alaska Apollo Resources Inc. Riviera Tool Company, a Province of British Columbia Michigan corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events events, of twelve and one-half cents ($0.125) 10.50 per Share share of Common Stock (the "Exercise Price") upon surrender of this Representative's Warrant Certificate and payment of the Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Representative's Warrant Agreement dated as of March 7, 1997, between 1997 among the Company and Exergon Capital S.A. National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. Xx Xxxxxxx xxx be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Representative's Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Representative's Warrant evidenced by this Warrant Certificate are part of a duly authorized issue of Representative's Warrant issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Representative's Warrant. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Representative's Warrant; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Representative's Warrant shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Representative's Warrant evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered unexercised Representative's Warrant. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.
Appears in 1 contract
Samples: Representative's Warrant Agreement (Riviera Tool Co)
IN WITNESS OF. WHICH this First Supplemental Indenture has been duly executed by the parties hereto have caused this Agreement to be duly executed, Issuer and the Trustee. Dated as of the day and year date first above writtenwritten above. ALASKA APOLLO RESOURCESPer: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Chief Executive Officer Per: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust Per: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. By_________________________________ Willxxx X. Xxxxxxxxx(“CDS”) TO COLUMBIA CARE INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________EXCHANGE OR PAYMENT, President EXHIBIT AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A [FORM OF WARRANT CERTIFICATE] PROPERTY INTEREST IN THE WARRANTS SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (iiTHE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING THESE SECURITIES, AGREES FOR THE BENEFIT OF COLUMBIA CARE INC. (THE “CORPORATION”), THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE EXTENT CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF APPLICABLE, OR (2) RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES)U.S. SECURITIES ACT, IF APPLICABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (iiiD) AN IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION FROM COUNSEL OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO COUNSEL FOR THE ISSUER, CORPORATION MUST FIRST BE PROVIDED TO ODYSSEY TRUST COMPANY AND TO THE ISSUER TO THE EFFECT THAT AN EXEMPTION SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER SUCH THE U.S. SECURITIES ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED MAY NOT CONSTITUTE “GOOD DELIVERY” IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREINSETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________● US$● (a corporation formed under the laws of the Business Corporations Act (British Columbia)) COLUMBIA CARE INC. (the “Issuer”) for value received hereby acknowledges itself indebted and, subject to the provisions of the trust indenture dated as of May 14, 2020 (the “Master Trust Indenture”), as supplemented by the first supplemental indenture dated as of June 19, 2020 (the “First Supplemental Indenture”, and together with the Master Trust Indenture, the “Indenture”), between the Issuer and Odyssey Trust Company (the “Trustee”), promises to pay to on December 19, 2023 (the “Maturity Date”) or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture, the principal sum of ● Dollars (US$●) in lawful money of the United States of America on presentation and surrender of this 2023 Convertible Note at the main branch of the Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from the date hereof, at the rate of 5.00% per annum (based on a year of 365 days), in like money, in arrears in equal installments on the six month anniversary of the Issue Date and the Maturity Date, and, should the Issuer at any time make default in the payment of any principal, or registered assignsinterest, to pay interest on the amount in default at the same rate, in like money and on the same date. Interest on this 2023 Convertible Note will be computed on the basis of a 365-day or 366-day year, as applicable, and will be payable in equal semi-annual amounts; provided that for any Interest Period that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. If the date for payment of any amount of principal, premium or interest is not a Business Day at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of Warrants this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to purchase initiallythe extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this 2023 Convertible Note. This Note is one of the 5.00% Senior Secured 2023 Convertible Notes (referred to herein as the “2023 Convertible Notes”) of the Issuer issued under the provisions of the Indenture. The 2023 Convertible Notes authorized for issue immediately are limited to an aggregate principal amount of US$● in lawful money of the United States. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the 2023 Convertible Notes are or are to be issued and held and the rights and remedies of the holders of the 2023 Convertible Notes and of the Issuer and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note by acceptance hereof assents. The 2023 Convertible Notes are issuable at a price of US$1,000 per US$1,000 of principal amount and only in denominations of US$1,000 and integral multiples of US$1,000. Upon compliance with the provisions of the Indenture, 2023 Convertible Notes of any denomination may be exchanged for an equal aggregate principal amount of 2023 Convertible Notes in any other authorized denomination or denominations. Any part, being US$1,000 or an integral multiple thereof, of the principal of this 2023 Convertible Note, provided that the principal amount of this 2023 Convertible Note is in a denomination in excess of US$1,000, is convertible, at the option of the holder hereof, upon surrender of this 2023 Convertible Note at the principal office of the Trustee in Vancouver, British Columbia, at any time from after March 7prior to the close of business on the date which falls 10 days prior to the Maturity Date, 1997into Common Shares (without adjustment for interest accrued hereon or for dividends or distributions on Common Shares issuable upon conversion) at a conversion price per Common Share equal to C$3.79 payable on the Business Day prior to the date of conversion (the “Conversion Price”), up to__________________________________________ adjusted downwards for any cash dividends paid to holders of fully paid the common shares of common stock Shares the Issuer (the "“Common Shares") ”), all subject to the terms and conditions and in the manner set forth herein. The Indenture makes provision for the adjustment of Alaska Apollo Resources Inc. the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion and holders will receive a Province cash payment in satisfaction of British Columbia corporation (any fractional interest. Upon the "Company")occurrence of a Change of Control of the Issuer, the Issuer is required to make an offer, at the initial exercise priceoption of each Holder, subject to adjustment purchase all of the 2023 Convertible Notes at a cash price equal to 101% principal amount of such 2023 Convertible Notes in certain events accordance with the terms of twelve the Indenture. The indebtedness evidenced by this 2023 Convertible Note, and one-half cents ($0.125) per Share by all other 2023 Convertible Notes now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Issuer. The principal hereof may become or be declared due and payable before the stated maturity in the events, in the manner, with the effect and at the times provided in the Indenture. The 2023 Convertible Notes and Common Shares issuable upon conversion hereof have not and will not be registered under the United States Securities Act of 1933, as amended (the "Exercise Price"“U.S. Securities Act”), or the securities laws of any state of the United States. The 2023 Convertible Notes and the Common Shares may only be offered, sold, pledged or otherwise transferred to (i) the Issuer, or (ii) outside the United States to a person who is not a “U.S. person” (as defined by Regulation S under the U.S. Securities Act) in accordance with an applicable exemption under the U.S. Securities Act and applicable local securities laws and regulations. The Indenture contains provisions making binding upon all holders of 2023 Convertible Notes outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of 2023 Convertible Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this 2023 Convertible Note or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares, officers, directors and employees of the Issuer in respect of any obligation or claim arising out of the Indenture or this 2023 Convertible Note. This 2023 Convertible Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver and in such other place or places and/or by such other registrars (if any) as the Issuer with the approval of the Trustee may designate. No transfer of this 2023 Convertible Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee or other registrar may prescribe and upon surrender of this Warrant Certificate and payment of 2023 Convertible Note for cancellation. Thereupon a new 2023 Convertible Note or 2023 Convertible Notes in the Exercise Price at the same aggregate principal executive office of the Company, but subject amount shall be issued to the conditions set forth herein and transferee in exchange hereof. This 2023 Convertible Note shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this 2023 Convertible Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the CompanyIndenture.
Appears in 1 contract
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCES, INC. ATTEST: SONOMA INTERNATIONAL By_________________________________ Willxxx : ---------------------------- ------------------------------ Secretary Name: Jamex X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. Xxxx Title: President and Chief Executive Officer NATIONAL SECURITIES CORPORATION By_________________________________ _________________, President EXHIBIT A : ------------------------------ Name: Stevxx X. Xxxxxxxxx Title: Chairman [FORM OF REPRESENTATIVE'S WARRANT CERTIFICATE] THE WARRANTS REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 NEW YORK TIME, MARCH__, 2002 Representative's Warrant No. ___ ___ Shares of Common Stock WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after February _, 1998 until 5:30 p.m., New York time on March 7, 19972002 ("Expiration Date"), up to__________________________________________ of fully paid to shares of fully-paid and non-assessable common stock Shares stock, no par value (the "SharesCommon Stock") of Alaska Apollo Resources Inc. Sonoma International, a Province of British Columbia Nevada corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events events, of twelve and one-half cents ($0.125) ____________ per Share [120% of initial offering price per Share] (the "Exercise Price") upon surrender of this Representative's Warrant Certificate and payment of the Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Representative's Warrant Agreement dated as of March 7______, 1997, between 1997 among the Company and Exergon Capital S.A. National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Representative's Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void.
Appears in 1 contract
Samples: Representative's Warrant Agreement (Sonoma International Inc)
IN WITNESS OF. which the parties hereto have caused executed and delivered this Agreement document as a deed on the date first before written. P.X. Xxx 000 Commerce House Les Bxxxxxx Xx Xxxxx Xxxx GUERNSEY GY1 3RR This is to be duly executedcertify that [Salahi Ozturk of 30, as Xxxx Xxxxxx, Xxxxxxx, Mxxxxx, 00, Xxxxxx] (the “Holder”) is the registered holder of a Warrant which entitles the holder to subscribe for 2,000,000 shares of common stock of par value of US$0.10 in the capital of the day Company fully paid (the “Warrant Shares”) at a price of 105% of the Market Price (as defined in the agreement between the Company and year first above writtenSalahi Ozturk dated [ ] (the “Agreement”)) per Warrant Share subject to the terms of the Agreement, the relevant provisions of which are incorporated herein by reference as if fully set forth herein. ALASKA APOLLO RESOURCESSubject as aforesaid the Holder shall be entitled to subscribe for the Warrant Shares upon exercise of the Warrant and may exercise the Warrant in whole or in part and from time to time. THE WARRANTS REPRESENTED HEREBY AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS (COLLECTIVELY, INCTHE “WARRANT SECURITIES”), HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION AFFORDED UNDER THE ACT AND APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. By____THE WARRANT SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS APPLICABLE (IN WHICH CASE THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT) AND THE PROVISIONS OF ALL OTHER APPLICABLE SECURITIES LAWS ARE OBSERVED. THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE ACT IN RELIANCE UPON THE PROVISIONS OF REGULATION S PROMULGATED UNDER SAID ACT. ACCORDINGLY, THE WARRANTS MAY NOT BE EXERCISED IN THE “UNITED STATES” OR BY OR ON BEHALF OF ANY “U.S PERSON” AND THE WARRANT SECURITIES MAY NOT BE DELIVERED WITHIN THE UNITED STATES OTHER THAN IN OFFERINGS DEEMED TO MEET THE DEFINITION OF AN “OFFSHORE TRANSACTION” (AS ALL SUCH TERMS ARE DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT. EXECUTED AND DELIVERED AS A DEED by CANARGO ENERGY CORPORATION acting by _____________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By____Director _____________________________ _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to_____________Full Name _____________________________ of fully paid shares of common stock Shares (the "Shares") of Alaska Apollo Resources Inc. a Province of British Columbia corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share (the "Exercise Price") upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive office of the Company, but subject to the conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company.Director/Secretary _____________________________ Full Name
Appears in 1 contract
Samples: Loan Agreement (Canargo Energy Corp)
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCESATTEST: COMPLETE MANAGEMENT, INC. By:_________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President ____________ Secretary Name: Title: NATIONAL SECURITIES CORPORATION By:____________________________________ By:____________________________________ Name: Title: COMMONWEALTH ASSOCIATES By:____________________________________ Name: Title: EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 NEW YORK TIME, DECEMBER , 2001 Warrant No. .____ WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7December __, 19971997 until 5:30 p.m., New York time on December , 2001 (the "Expiration Date"), up toto __________________________________________ shares, of fully fully-paid shares of and non-assessable common stock Shares stock, $.001 par value (the "SharesCommon Stock") of Alaska Apollo Resources Inc. Complete Management, Inc., a Province of British Columbia New York corporation (the "Company"), ) at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share (the "Exercise Price") ), of $_______ per share upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Representative's Warrant Agreement dated as of March 7May , 1997, between 1996 among the Company and Exergon Capital S.A. National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, shall thereafter be void.
Appears in 1 contract
Samples: Representatives' Warrant Agreement (Complete Management Inc)
IN WITNESS OF. the parties hereto have caused this Trust Agreement to be duly executedexecuted by their respective officers hereunto duly authorized, as of the day and year first above written. ALASKA APOLLO RESOURCESPAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, INC. Depositor By_________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to____: ______________________________________ of fully paid shares of common stock Shares Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President DITECH FUNDING CORPORATION By: ______________________________________ Name: Title: BANKERS TRUST (DELAWARE), not in its individual capacity but solely as Owner Trustee By: ______________________________________ Name: Title: THE BANK OF NEW YORK, not in its individual capacity but solely as Paying Agent By: ______________________________________ Name: Title: EXHIBIT A TO THE TRUST AGREEMENT FORM OF RESIDUAL INTEREST CERTIFICATE THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, DITECH FUNDING CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN SECTION 3.10(B) OF THE TRUST AGREEMENT, NO TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A "PLAN" WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN INVESTOR"), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING SUCH RESIDUAL INTEREST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN INVESTOR. THE TRANSFEREE OF THIS CERTIFICATE SHALL BE SUBJECT TO UNITED STATES FEDERAL WITHHOLDING TAX UNLESS THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING AS TO THE TRANSFEREE'S STATUS AS A U.S. PERSON UNDER U.S. FEDERAL TAX LAW. THE OWNER TRUSTEE SHALL NOT EXECUTE, AND SHALL NOT COUNTERSIGN AND DELIVER, A RESIDUAL INTEREST CERTIFICATE IN CONNECTION WITH ANY TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE UNLESS THE TRANSFEROR SHALL HAVE PROVIDED TO THE OWNER TRUSTEE A CERTIFICATE, SIGNED BY THE TRANSFEREE, WHICH CERTIFICATE SHALL CONTAIN THE CONSENT OF THE TRANSFEREE TO ANY AMENDMENTS OF THE TRUST AGREEMENT AS MAY BE REQUIRED TO EFFECTUATE FURTHER THE RESTRICTIONS ON TRANSFER OF THE RESIDUAL INTEREST CERTIFICATES TO NON-PERMITTED FOREIGN HOLDERS, AND AN AGREEMENT BY THE TRANSFEREE THAT IT WILL NOT TRANSFER THIS RESIDUAL INTEREST CERTIFICATE WITHOUT PROVIDING TO THE OWNER TRUSTEE A SUBSTANTIALLY IDENTICAL CERTIFICATE, SIGNED BY THE PROSPECTIVE OWNER TO WHOM THIS RESIDUAL INTEREST CERTIFICATE IS TO BE TRANSFERRED. DITECH HOME LOAN OWNER TRUST 1997-1 RESIDUAL INTEREST CERTIFICATE No. ______ THIS CERTIFIES THAT _______________________________ (the "SharesOwner") is the registered owner of Alaska Apollo Resources Inc. a Province of British Columbia corporation ____% residual interest in DiTech Home Loan Owner Trust 1997-1 (the "CompanyTrust")) existing under the laws of the State of Delaware and created pursuant to the Trust Agreement dated as of October 1, at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share 1997 (the "Exercise PriceTrust Agreement") upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive office of between PaineWebber Mortgage Acceptance Corporation IV, as Depositor, DiTech Funding Corporation, as the Company, Bankers Trust (Delaware), not in its individual capacity but solely in its fiduciary capacity as owner trustee under the Trust Agreement (the "Owner Trustee") and The Bank of New York, as Paying Agent (the "Paying Agent"). Initially capitalized terms used but not defined herein have the meanings assigned to them in the Trust Agreement. The Owner Trustee, on behalf of the Issuer and not in its individual capacity, has executed this Residual Interest Certificate by one of its duly authorized signatories as set forth below. This Residual Interest Certificate is one of the Residual Interest Certificates referred to in the Trust Agreement and is issued under and is subject to the terms, provisions and conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be Trust Agreement to which the holder of this Residual Interest Certificate by virtue of the acceptance hereof agrees and by which the holder hereof is bound. Reference is hereby made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order Trust Agreement and the Sale and Servicing Agreement for the rights of the Companyholder of this Residual Interest Certificate, as well as for the terms and conditions of the Trust created by the Trust Agreement. The holder, by its acceptance hereof, agrees not to transfer this Residual Interest Certificate except in accordance with terms and provisions of the Trust Agreement. THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Appears in 1 contract
Samples: Trust Agreement (Ditech Funding Corp Home Loan Owner Trust 1997-1)
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCESATTEST: ISONICS CORPORATION _________________ Secretary Name: __________________ Title: __________________ PRYOR, MCCLENDON, COUNTS & CO., INC. By:_______________________________________ Willxxx Name: Xxxxxxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. Xxxxx Title: Chairman NATIONAL SECURITIES CORPORATION By:_______________________________________ _________________, President Name: Xxxxxx X. Xxxxxxxxx Title: Chairman EXHIBIT A [FORM OF REPRESENTATIVES' WARRANT CERTIFICATE] THE WARRANTS REPRESENTATIVES' WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTATIVES' WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that NEW YORK TIME, _____________ ___, 2001 Representatives' Warrant No. _____ ____ Shares of Common Stock and/or _________________________________ Redeemable Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that ________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to_________ _______________________, 1996 until 5:30 p.m., New York time on ___________ of fully paid ___, 2001 ("Expiration Date"), up to ____ shares of common stock Shares Common Stock and/or ____ Redeemable Warrants (the "Shares____ shares of Common Stock and/or ____ Redeemable Warrants"), each Unit consisting of one (1) share of fully-paid and non- assessable common stock, no par value ("Common Stock") of Alaska Apollo Resources Inc. Isonics Corporation, a Province of British Columbia California corporation (the "Company")) and one (1) warrant to purchase one (1) share of Common Stock at an exercise price of $____ of the Company, at the initial exercise price, subject to adjustment in certain events events, of twelve and one-half cents ($0.125) ____ per Share Unit [120% of initial offering price per Unit] (the "Exercise Price") upon surrender of this Representatives' Warrant Certificate and payment of the Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Representatives' Warrant Agreement dated as of March 7_________ ___, 19971996 among the Company, between the Company Pryor, McClendon, Counts & Co., Inc. and Exergon Capital S.A. National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Representatives' Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Representatives' Warrant evidenced by this Warrant Certificate are part of a duly authorized issue of Representatives' Warrant issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Representatives' Warrant. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Representatives' Warrant; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Representatives' Warrant shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Representatives' Warrant evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered unexercised Representatives' Warrant. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.
Appears in 1 contract
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCES, INC. ATTEST: RIVIERA TOOL COMPANY By_________________________________ Willxxx : -------------------- ------------------------------------ Petex X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. Xxxxxx Name: Kennxxx X. Xxxxx Xxxretary Title: President NATIONAL SECURITIES CORPORATION By_________________________________ _________________, President : ------------------------------------ Name: Stevxx X. Xxxxxxxxx Title: Chairman EXHIBIT A [FORM OF REPRESENTATIVE'S WARRANT CERTIFICATE] THE WARRANTS REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 NEW YORK TIME, FEBRUARY ___, 2002 Representative's Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that __________________________________________________ Shares of Common Stock WARRANT CERTIFICATE This Warrant Certificate certifies that __________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7February ___, 19971998 until 5:30 p.m., up toNew York time on ___________________________________, 2002 ("Expiration Date"), up to _______ of fully paid shares of fully-paid and non-assessable common stock Shares stock, no par value (the "SharesCommon Stock") of Alaska Apollo Resources Inc. Riviera Tool Company, a Province of British Columbia Michigan corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events events, of twelve and one-half cents ($0.125) _____ per Share share of Common Stock (the "Exercise Price") upon surrender of this Representative's Warrant Certificate and payment of the Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Representative's Warrant Agreement dated as of March 7February ___, 1997, between 1997 among the Company and Exergon Capital S.A. National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. Xx Xxxxxxx xxx be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Representative's Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Representative's Warrant evidenced by this Warrant Certificate are part of a duly authorized issue of Representative's Warrant issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Representative's Warrant. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Representative's Warrant; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Representative's Warrant shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Representative's Warrant evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered unexercised Representative's Warrant. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.
Appears in 1 contract
Samples: Representative's Warrant Agreement (Riviera Tool Co)
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCESATTEST: ART RENAISSANCE, INC. By___________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By:_____________________________________ Name: Title: XXXXXXXX, XXXXXX & XXXXXXXXXX, INC. By:_________________, President ____________________ Name: Title: EXHIBIT A [FORM OF UNDERWRITER'S WARRANT CERTIFICATE] THE WARRANTS UNDERWRITER'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES UNDERWRITER'S WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 NEW YORK TIME, ______ ___, 2004. Underwriter's Warrant No. 238,000 Shares of Common Stock WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to__________________________________________ of fully paid ___, 2000 until 5:30 p.m., New York time on _____ ___, 2004 ("Expiration Date"), up to ____ shares of fully-paid and non-assessable common stock Shares stock, $.01 par value (the "SharesCommon Stock") of Alaska Apollo Resources Inc. Art Renaissance, Inc., a Province of British Columbia Delaware corporation (the "Company"), ) at the initial exercise price, subject to adjustment in certain events events, of twelve and one-half cents ($0.125) _____ per Share share (the "Exercise Price") upon surrender of this Underwriter's Warrant Certificate and payment of the Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Underwriter's Warrant Agreement dated as of March 7____ __, 1997, 1999 between the Company and Exergon Capital S.A. Xxxxxxxx, Xxxxxx & Xxxxxxxxxx, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made either (i) by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company or (ii) by surrender of this Warrant Certificate in accordance with the provisions of Section 4.2 of the Warrant Agreement. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Underwriter's Warrants evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Underwriter's Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Underwriter's Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Underwriter's Warrant. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable upon the exercise of the Underwriter's Warrants may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Underwriter's Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Underwriter's Warrant shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Underwriter's Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered unexercised Underwriter's Warrant. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.
Appears in 1 contract
Samples: Underwriter's Warrant Agreement (Art Renaissance Inc)
IN WITNESS OF. the parties hereto have caused this Owner Trust Agreement to be duly executedexecuted by their respective officers hereunto duly authorized, as of the day and year first above written. ALASKA APOLLO RESOURCESPAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, INC. Depositor By_________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to____: ______________________________________ of fully paid shares of common stock Shares Name: Title: EMPIRE FUNDING CORP. By: ______________________________________ Name: Title: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: ______________________________________ Xxxxxx X. Xxxxxx Vice President U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Paying Agent By: ______________________________________ Name: Title: EXHIBIT A TO THE OWNER TRUST AGREEMENT FORM OF RESIDUAL INTEREST CERTIFICATE THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN SECTION 3.10(B) OF THE OWNER TRUST AGREEMENT, NO TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A "PLAN" WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN INVESTOR"), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING SUCH RESIDUAL INTEREST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN INVESTOR. EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-2 RESIDUAL INTEREST CERTIFICATE No. ______ THIS CERTIFIES THAT _______________________________ (the "SharesOwner") is the registered owner of Alaska Apollo Resources Inc. a Province of British Columbia corporation ____% residual interest in Empire Funding Home Loan Owner Trust 1998-2 (the "CompanyTrust")) existing under the laws of the State of Delaware and created pursuant to the Owner Trust Agreement dated as of June 1, at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share 1998 (the "Exercise PriceOwner Trust Agreement") upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive office of between PaineWebber Mortgage Acceptance Corporation IV, as Depositor, Empire Funding Corp., as the Company, Wilmington Trust Company, not in its individual capacity but solely in its fiduciary capacity as owner trustee under the Owner Trust Agreement (the "Owner Trustee") and U.S. Bank National Association, as Paying Agent (the "Paying Agent"). Initially capitalized terms used but not defined herein have the meanings assigned to them in the Owner Trust Agreement. The Owner Trustee, on behalf of the Issuer and not in its individual capacity, has executed this Residual Interest Certificate by one of its duly authorized signatories as set forth below. This Residual Interest Certificate is one of the Residual Interest Certificates referred to in the Owner Trust Agreement and is issued under and is subject to the terms, provisions and conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be Owner Trust Agreement to which the holder of this Residual Interest Certificate by virtue of the acceptance hereof agrees and by which the holder hereof is bound. Reference is hereby made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order Owner Trust Agreement and the Sale and Servicing Agreement for the rights of the Companyholder of this Residual Interest Certificate, as well as for the terms and conditions of the Trust created by the Owner Trust Agreement. The holder, by its acceptance hereof, agrees not to transfer this Residual Interest Certificate except in accordance with terms and provisions of the Owner Trust Agreement. THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Appears in 1 contract
Samples: Owner Trust Agreement (Painewebber Mortgage Acceptance Corporation Iv)
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCESATTEST: INTEGRATED TECHNOLOGY USA, INC. By_________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By____:_____________________________ Secretary Name: Title: NATIONAL SECURITIES CORPORATION By:_________________, President ____________ Name: Xxxxxx X. Xxxxxxxxx Title: Chairman EXHIBIT A [FORM OF REPRESENTATIVE'S WARRANT CERTIFICATE] THE WARRANTS REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 NEW YORK TIME, OCTOBER 1, 2001 Representative's Warrant No. ______ ____ Shares of Common Stock and/or ____ Redeemable Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7October 1, 19971997 until 5:30 p.m., New York time on October 1, 2001 ("Expiration Date"), up to______________________________________to ____ of fully paid shares of common stock Shares (the "Shares") of Alaska Apollo Resources Inc. a Province of British Columbia corporation (the "Company"), Common Stock and/or ____ Warrants at the initial exercise price, subject to adjustment in certain events events, of twelve $9.90 per share of Common Stock and one-half cents ($0.125) .165 per Share Redeemable Warrant (the "Exercise Price") upon surrender of this Representative's Warrant Certificate and payment of the Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Representative's Warrant Agreement dated as of March 7October 1, 1997, 1996 between the Company and Exergon Capital S.A. National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Representative's Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Representative's Warrant evidenced by this Warrant Certificate are part of a duly authorized issue of Representative's Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Representative's Warrant. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Representative's Warrant; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Representative's Warrant shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Representative's Warrant evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered unexercised Representative's Warrant. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.
Appears in 1 contract
Samples: Representative's Warrant Agreement (Integrated Technology Usa Inc)
IN WITNESS OF. the parties hereto have caused this Owner Trust Agreement to be duly executedexecuted by their respective officers hereunto duly authorized, as of the day and year first above written. ALASKA APOLLO RESOURCES, INC. By_________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ______________________________________], Depositor By: ------------------------------------ Name: Title: ------------------------------------, Transferor By: ------------------------------------ Name: Title: ------------------------------------, not in its individual capacity but solely as Owner Trustee By: ------------------------------------ Name: Title: ------------------------------------, not in its individual capacity but solely as Paying Agent By: ------------------------------------ Name: Title: EXHIBIT A TO THE OWNER TRUST AGREEMENT FORM OF RESIDUAL INTEREST CERTIFICATE THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, _________________________) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN Section 3.10(B) OF THE OWNER TRUST AGREEMENT, or registered assignsNO TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF Section 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A "PLAN" WITHIN THE MEANING OF Section 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN INVESTOR"), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING SUCH RESIDUAL INTEREST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN INVESTOR. ________________ HOME LOAN OWNER TRUST 200__-__ RESIDUAL INTEREST CERTIFICATE No. ____ THIS CERTIFIES THAT _______________________________ (the "Owner") is the registered holder owner of Warrants a ____% residual interest in ___________ Home Loan Owner Trust 200__-__ (the "Trust") existing under the laws of the State of Delaware and created pursuant to purchase initiallythe Owner Trust Agreement dated as of __________, at any time from after March 7, 1997, up to200__ (the "Owner Trust Agreement") between [________________________________], as Depositor, __________ of fully paid shares of common stock Shares ___________________, as the Company, ___________________, not in its individual capacity but solely in its fiduciary capacity as owner trustee under the Owner Trust Agreement (the "SharesOwner Trustee") of Alaska Apollo Resources Inc. a Province of British Columbia corporation and ______________________________, as Paying Agent (the "CompanyPaying Agent"). Initially capitalized terms used but not defined herein have the meanings assigned to them in the Owner Trust Agreement. The Owner Trustee, at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share (the "Exercise Price") upon surrender of this Warrant Certificate and payment on behalf of the Exercise Price at the principal executive office Issuer and not in its individual capacity, has executed this Residual Interest Certificate by one of its duly authorized signatories as set forth below. This Residual Interest Certificate is one of the Company, but Residual Interest Certificates referred to in the Owner Trust Agreement and is issued under and is subject to the terms, provisions and conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be Owner Trust Agreement to which the holder of this Residual Interest Certificate by virtue of the acceptance hereof agrees and by which the holder hereof is bound. Reference is hereby made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order Owner Trust Agreement and the Sale and Master Servicing Agreement for the rights of the Companyholder of this Residual Interest Certificate, as well as for the terms and conditions of the Trust created by the Owner Trust Agreement. The holder, by its acceptance hereof, agrees not to transfer this Residual Interest Certificate except in accordance with terms and provisions of the Owner Trust Agreement. THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Appears in 1 contract
Samples: Owner Trust Agreement (Bcap LLC)
IN WITNESS OF. the parties hereto have caused this Owner Trust Agreement to be duly executedexecuted by their respective officers hereunto duly authorized, as of the day and year first above written. ALASKA APOLLO RESOURCESPAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, INC. Depositor By_________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to____: ______________________________________ of fully paid shares of common stock Shares Bxxxxxx X. Xxxxxx Senior Vice President MASTER FINANCIAL, INC. By: ______________________________________ Name: Title: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: ______________________________________ Exxxxx X. Xxxxxx Vice President THE BANK OF NEW YORK, not in its individual capacity but solely as Paying Agent By: ______________________________________ Name: Title: EXHIBIT A TO THE OWNER TRUST AGREEMENT FORM OF RESIDUAL INTEREST CERTIFICATE THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, MASTER FINANCIAL, INC.) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN SECTION 3.10(B) OF THE OWNER TRUST AGREEMENT, NO TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A "PLAN" WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN INVESTOR"), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING SUCH RESIDUAL INTEREST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN INVESTOR. MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 RESIDUAL INTEREST CERTIFICATE No. ______ THIS CERTIFIES THAT _______________________________ (the "SharesOwner") is the registered owner of Alaska Apollo Resources Inc. a Province of British Columbia corporation ____% residual interest in Master Financial Asset Securitization Trust 1998-2 (the "CompanyTrust")) existing under the laws of the State of Delaware and created pursuant to the Owner Trust Agreement dated as of May 1, at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share 1998 (the "Exercise PriceOwner Trust Agreement") upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive office of between PaineWebber Mortgage Acceptance Corporation IV, as Depositor, Master Financial, Inc., as the Company, Wilmington Trust Company, not in its individual capacity but solely in its fiduciary capacity as owner trustee under the Owner Trust Agreement (the "Owner Trustee") and The Bank of New York , as Paying Agent (the "Paying Agent"). Initially capitalized terms used but not defined herein have the meanings assigned to them in the Owner Trust Agreement. The Owner Trustee, on behalf of the Issuer and not in its individual capacity, has executed this Residual Interest Certificate by one of its duly authorized signatories as set forth below. This Residual Interest Certificate is one of the Residual Interest Certificates referred to in the Owner Trust Agreement and is issued under and is subject to the terms, provisions and conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be Owner Trust Agreement to which the holder of this Residual Interest Certificate by virtue of the acceptance hereof agrees and by which the holder hereof is bound. Reference is hereby made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order Owner Trust Agreement and the Sale and Servicing Agreement for the rights of the Companyholder of this Residual Interest Certificate, as well as for the terms and conditions of the Trust created by the Owner Trust Agreement. The holder, by its acceptance hereof, agrees not to transfer this Residual Interest Certificate except in accordance with terms and provisions of the Owner Trust Agreement. THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Appears in 1 contract
Samples: Owner Trust Agreement (Master Financial Asset Securitization Trust 1998-2)
IN WITNESS OF. the parties hereto have caused this Owner Trust Agreement to be duly executedexecuted by their respective officers hereunto duly authorized, as of the day and year first above written. ALASKA APOLLO RESOURCESPAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, INC. as Depositor By_________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to_: _________________________________________ of fully paid shares of common stock Shares Name: Title: EMPIRE FUNDING CORP., as the Company By: _________________________________________ Name: Title: EMPIRE FUNDING HOME LOAN OWNER TRUST 1999-1, By: Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee By: _________________________________________ Name: Title: U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Paying Agent By: _________________________________________ Name: Title: EXHIBIT A TO THE OWNER TRUST AGREEMENT FORM OF RESIDUAL INTEREST CERTIFICATE THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN SECTION 3.10(B) OF THE OWNER TRUST AGREEMENT, NO TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A "PLAN" WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN INVESTOR"), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING SUCH RESIDUAL INTEREST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN INVESTOR. EMPIRE FUNDING HOME LOAN OWNER TRUST 1999-1 RESIDUAL INTEREST CERTIFICATE No. ______ THIS CERTIFIES THAT _______________________________ (the "SharesOWNER") is the registered owner of Alaska Apollo Resources Inc. a Province of British Columbia corporation ____% residual interest in Empire Funding Home Loan Owner Trust 1999-1 (the "CompanyTRUST")) existing under the laws of the State of Delaware and created pursuant to the Owner Trust Agreement dated as of April 1, at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share 1999 (the "Exercise PriceOWNER TRUST AGREEMENT") upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive office of between PaineWebber Mortgage Acceptance Corporation IV, as Depositor, Empire Funding Corp., as the Company, Wilmington Trust Company, not in its individual capacity but solely in its fiduciary capacity as owner trustee under the Owner Trust Agreement (the "OWNER TRUSTEE") and U.S. Bank National Association, as Paying Agent (the "PAYING AGENT"). Initially capitalized terms used but not defined herein have the meanings assigned to them in the Owner Trust Agreement. The Owner Trustee, on behalf of the Issuer and not in its individual capacity, has executed this Residual Interest Certificate by one of its duly authorized signatories as set forth below. This Residual Interest Certificate is one of the Residual Interest Certificates referred to in the Owner Trust Agreement and is issued under and is subject to the terms, provisions and conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be Owner Trust Agreement to which the holder of this Residual Interest Certificate by virtue of the acceptance hereof agrees and by which the holder hereof is bound. Reference is hereby made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order Owner Trust Agreement and the Sale and Servicing Agreement for the rights of the Companyholder of this Residual Interest Certificate, as well as for the terms and conditions of the Trust created by the Owner Trust Agreement. The holder, by its acceptance hereof, agrees not to transfer this Residual Interest Certificate except in accordance with terms and provisions of the Owner Trust Agreement. THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Appears in 1 contract
Samples: Owner Trust Agreement (Painewebber Mort Accept Corp Iv Empire Funding 1999-1)
IN WITNESS OF. its agreement, the parties hereto have caused Employer by its duly authorized officer, has executed this Agreement to be duly executedFirst Amendment on this 28th day of August, as of the day and year first above written2003. ALASKA APOLLO RESOURCESGARMIN INTERNATIONAL, INC. By_________________________________ Willxxx X. Xxxxxxxxx: /s/ Kevin Rauckman --------------------------------- Authorized Signature for Employer Kevin Rauckman, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________CFO and Treasurer --------------------------------- Name and Title (please print) Exhibit A GARMIN INTERNATIONAL, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE INC. 401(k) AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO PENSION PLAN -------------------------------------------------------------------------------- PARTICIPATION AGREEMENT -------------------------------------------------------------------------------- The undersigned Employer, by executing this Participation Agreement, elects to become a Participating Employer in the Garmin International, Inc. 401(k) and Pension Plan (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to__________________________________________ of fully paid shares of common stock Shares (the "Shares") of Alaska Apollo Resources Inc. a Province of British Columbia corporation (the "CompanyPlan"), at as if the initial exercise priceParticipating Employer were a signatory to that Adoption Agreement. The Participating Employer accepts, subject and agrees to adjustment in certain events be bound by, all of twelve the elections granted under the provisions of the Prototype Plan as made by the Signatory Employer to the Execution Page of the Adoption Agreement, except the Effective Date of the Plan for the Participating Employer is: August 22, 2003. Name of Participating Employer: Garmin AT, Inc. Signed: /s/ Kevin Rauckman ---------------------------------------- Kevin Rauckman, CFO and oneTreasurer ----------------------------------------------- [Print Name/Title] 8-half cents 28-03 ----------------------------------------------- [Date] Participating Employer's EN: 93-0805401 -------------------- Acceptance by the Signatory Employer to the Execution Page of the Adoption Agreement and by the Trustee. Name of Signatory Employer: Name(s) of Trustees: GARMIN INTERNATIONAL, INC. T. ROWE PRICE TRUST COMPANY Signed: /s/ Kevin Rauckman Signed: /s/ Ruth H. Glaser ------------------------- -------------------------- Kevin Rauckman, CFO and Treasurer Ruth H. Glaser, Vice Xxxxxxxxx ---------------------------------- --------------------------------- [Print Name/Title] [Print Name/Title] 8/28/03 8/29/2003 ---------------------------------- --------------------------------- [Date] [Date] SECOND AMENDMENT TO THE GARMIN INTERNATIONAL, INC. 401(k) AND PENSION PLAN Effective November 1, 2003, and except as otherwise specified herein, the Garmin International, Inc. 401(k) and Pension Plan ($0.125) per Share (hereinafter referred to as the "Exercise PricePlan") upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive office of the Company, but subject to the conditions set forth herein and in the warrant agreement dated is hereby amended as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Companyprovided herein.
Appears in 1 contract
IN WITNESS OF. the parties hereto have caused this Trust Agreement to be duly executedexecuted by their respective officers hereunto duly authorized, as of the day and year first above written. ALASKA APOLLO RESOURCESPAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, INC. Depositor By_________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to____: ______________________________________ of fully paid shares of common stock Shares Xxxxxxx X. Xxxxxx Senior Vice President EMPIRE FUNDING CORP. By: ______________________________________ Name: Title: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: ______________________________________ Xxxxxx X. Xxxxxx Vice President U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Paying Agent By: ______________________________________ X. X. Xxxxxxx Assistant Vice President EXHIBIT A TO THE TRUST AGREEMENT FORM OF RESIDUAL INTEREST CERTIFICATE THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN SECTION 3.10(B) OF THE TRUST AGREEMENT, NO TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A "PLAN" WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN INVESTOR"), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING SUCH RESIDUAL INTEREST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN INVESTOR. THE TRANSFEREE OF THIS CERTIFICATE SHALL BE SUBJECT TO UNITED STATES FEDERAL WITHHOLDING TAX UNLESS THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING AS TO THE TRANSFEREE'S STATUS AS A U.S. PERSON UNDER U.S. FEDERAL TAX LAW. THE OWNER TRUSTEE SHALL NOT EXECUTE, AND SHALL NOT COUNTERSIGN AND DELIVER, A RESIDUAL INTEREST CERTIFICATE IN CONNECTION WITH ANY TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE UNLESS THE TRANSFEROR SHALL HAVE PROVIDED TO THE OWNER TRUSTEE A CERTIFICATE, SIGNED BY THE TRANSFEREE, WHICH CERTIFICATE SHALL CONTAIN THE CONSENT OF THE TRANSFEREE TO ANY AMENDMENTS OF THE TRUST AGREEMENT AS MAY BE REQUIRED TO EFFECTUATE FURTHER THE RESTRICTIONS ON TRANSFER OF THE RESIDUAL INTEREST CERTIFICATES TO NON-PERMITTED FOREIGN HOLDERS, AND AN AGREEMENT BY THE TRANSFEREE THAT IT WILL NOT TRANSFER THIS RESIDUAL INTEREST CERTIFICATE WITHOUT PROVIDING TO THE OWNER TRUSTEE A SUBSTANTIALLY IDENTICAL CERTIFICATE, SIGNED BY THE PROSPECTIVE OWNER TO WHOM THIS RESIDUAL INTEREST CERTIFICATE IS TO BE TRANSFERRED. EMPIRE FUNDING HOME LOAN OWNER TRUST 1997-4 RESIDUAL INTEREST CERTIFICATE No. ______ THIS CERTIFIES THAT _______________________________ (the "SharesOwner") is the registered owner of Alaska Apollo Resources Inc. a Province of British Columbia corporation ____% residual interest in Empire Funding Home Loan Owner Trust 1997-4 (the "CompanyTrust")) existing under the laws of the State of Delaware and created pursuant to the Trust Agreement dated as of October 1, at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share 1997 (the "Exercise PriceTrust Agreement") upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive office of between PaineWebber Mortgage Acceptance Corporation IV, as Depositor, Empire Funding Corp., as the Company, Wilmington Trust Company, not in its individual capacity but solely in its fiduciary capacity as owner trustee under the Trust Agreement (the "Owner Trustee") and U.S. Bank National Association, d/b/a First Bank National Association, as Paying Agent (the "Paying Agent"). Initially capitalized terms used but not defined herein have the meanings assigned to them in the Trust Agreement. The Owner Trustee, on behalf of the Issuer and not in its individual capacity, has executed this Residual Interest Certificate by one of its duly authorized signatories as set forth below. This Residual Interest Certificate is one of the Residual Interest Certificates referred to in the Trust Agreement and is issued under and is subject to the terms, provisions and conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be Trust Agreement to which the holder of this Residual Interest Certificate by virtue of the acceptance hereof agrees and by which the holder hereof is bound. Reference is hereby made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order Trust Agreement and the Sale and Servicing Agreement for the rights of the Companyholder of this Residual Interest Certificate, as well as for the terms and conditions of the Trust created by the Trust Agreement. The holder, by its acceptance hereof, agrees not to transfer this Residual Interest Certificate except in accordance with terms and provisions of the Trust Agreement. THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Appears in 1 contract
Samples: Trust Agreement (Empire Funding Home Loan Owner Trust 1997-4)
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCES[SEAL] TECHNOLOGY SERVICE GROUP, INC. By_________________________________ Willxxx : /s/ Xxxxxxx X. XxxxxxxxxXxxxxxxxx ---------------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: President and Chief Executive Officer Attest: /s/ Xxxxxxx X. Xxxxxxxx ----------------------------- Xxxxxxx X. Xxxxxxxx, Xxesident EXERGON CAPITAL S.A. Secretary BROOKEHILL EQUITIES, INC. By_________________________________ _________________, : /s/ Xxxxxxxx Xxxxx ---------------------------- Name: Xxxxxxxx Xxxxx Title: President EXHIBIT A [(FORM OF WARRANT CERTIFICATE] ) THE WARRANTS REPRESENTED BY THIS TIES CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON THE EXERCISE THEREOF HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933ACT, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH THE ACT (OR ANY SIMILAR RULE UNDER SUCH THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH THE ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 Warrant NEW YORK TIME, MAY 9, 2001 No. WARRANT CERTIFICATE W-__ This Warrant Certificate certifies that ___________________________________________________________, _ or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7May 10, 19971997 until 5:30 p.m. New York time on May 9, 2001 ("Expiration Date"), up to__________________________________to ________ of fully fully-paid and non-assessable shares of common stock Shares stock, $.01 par value per share (the "SharesCommon Stock") of Alaska Apollo Resources Inc. Technology Service Group, Inc., a Province of British Columbia Delaware corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share (the "Exercise Price") ), of $10.80 per share of Common Stock, upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive an office or agency of the Company, or by surrender of this Warrant Certificate in lieu of cash payment, but subject to the conditions set forth herein and in the warrant agreement dated as of March 7May 10, 19971996, by and between the Company and Exergon Capital S.A. Brookehill Equities, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof Funds payable to the order of the Company.. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is
Appears in 1 contract
IN WITNESS OF. the parties hereto have caused this Owner Trust Agreement to be duly executedexecuted by their respective officers hereunto duly authorized, as of the day and year first above written. ALASKA APOLLO RESOURCESSECURITIZED ASSET BACKED RECEIVABLES LLC, INCDepositor By: ------------------------------------- Name: Title: --------------------------------------, Transferor By: ------------------------------------- Name: Title: --------------------------------------, not in its individual capacity but solely as Owner Trustee By: ------------------------------------- Name: Title: --------------------------------------, not in its individual capacity but Paying Agent By: ------------------------------------- Name: Title: EXHIBIT A TO THE OWNER TRUST AGREEMENT FORM OF RESIDUAL INTEREST CERTIFICATE THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. ByTHIS RESIDUAL INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, _________________________) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN Section 3.10(B) OF THE OWNER TRUST AGREEMENT, NO TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF Section 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A "PLAN" WITHIN THE MEANING OF Section 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN INVESTOR"), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING SUCH RESIDUAL INTEREST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN INVESTOR. ________________ HOME LOAN OWNER TRUST 200__-__ RESIDUAL INTEREST CERTIFICATE No. ____ THIS CERTIFIES THAT _______________________________ Willxxx X. Xxxxxxxxx(the "Owner") is the registered owner of a ____% residual interest in ___________ Home Loan Owner Trust 200__-__ (the "Trust") existing under the laws of the State of Delaware and created pursuant to the Owner Trust Agreement dated as of __________, Xxesident EXERGON CAPITAL S.A. By200__ (the "Owner Trust Agreement") between Securitized Asset Backed Receivables LLC, as Depositor, _________________________________ _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933as the Company, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that _____________________________, not in its individual capacity but solely in its fiduciary capacity as owner trustee under the Owner Trust Agreement (the "Owner Trustee") and ______________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to__________________________________________ of fully paid shares of common stock Shares as Paying Agent (the "Shares") of Alaska Apollo Resources Inc. a Province of British Columbia corporation (the "CompanyPaying Agent"). Initially capitalized terms used but not defined herein have the meanings assigned to them in the Owner Trust Agreement. The Owner Trustee, at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share (the "Exercise Price") upon surrender of this Warrant Certificate and payment on behalf of the Exercise Price at the principal executive office Issuer and not in its individual capacity, has executed this Residual Interest Certificate by one of its duly authorized signatories as set forth below. This Residual Interest Certificate is one of the Company, but Residual Interest Certificates referred to in the Owner Trust Agreement and is issued under and is subject to the terms, provisions and conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be Owner Trust Agreement to which the holder of this Residual Interest Certificate by virtue of the acceptance hereof agrees and by which the holder hereof is bound. Reference is hereby made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order Owner Trust Agreement and the Sale and Master Servicing Agreement for the rights of the Companyholder of this Residual Interest Certificate, as well as for the terms and conditions of the Trust created by the Owner Trust Agreement. The holder, by its acceptance hereof, agrees not to transfer this Residual Interest Certificate except in accordance with terms and provisions of the Owner Trust Agreement. THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Appears in 1 contract
Samples: Owner Trust Agreement (Securitized Asset Backed Receivables LLC)
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCESATTEST: COMPLETE MANAGEMENT, INC. By_________________________________ Willxxx : --------------------------- ----------------------------- Secretary Name: Title: NATIONAL SECURITIES CORPORATION By: ------------------------------ Name: Xxxxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President Xxxxxxxxx Title: Chairman EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 NEW YORK TIME, JUNE 11, 2001 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________National Securities Corporation, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7June 11, 19971997 until 5:30 p.m., up to__________________________________________ of fully paid shares of common stock Shares New York City time on June 11, 2001 (the "SharesExpiration Date"), up to shares, of fully-paid and non-assessable common stock, $.001 par value (the "Common Stock") of Alaska Apollo Resources Inc. Complete Management, Inc., a Province of British Columbia New York corporation (the "Company"), ) at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share (the "Exercise Price") ), of $21.04 per share upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Representative's Warrant Agreement dated as of March 7June 11, 1997, between 1996 among the Company and Exergon Capital S.A. National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, shall thereafter be void.
Appears in 1 contract
Samples: Representative's Warrant Agreement (Complete Management Inc)
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCES, INC. ATTEST: CASULL ARMS CORPORATION By: ___________________ By:___________________________________ Willxxx Name: Xxxxxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. Casull Name: Xxxxx X. Xxxxxxx Title: CEO Title: Chairman of the Board NATIONAL SECURITIES CORPORATION By:______________________________________ _________________, President Name: Xxxxxx X. Xxxxxxxxx Title: Chairman EXHIBIT A [FORM OF REPRESENTATIVE'S WARRANT CERTIFICATE] THE WARRANTS REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that NEW YORK TIME,__________, 200_ Representative's Warrant No. ____ Issuable for _____ Shares of Common Stock and ____________________________________________ Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that ______, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to_____________, 199___ until 5:30 p.m., New York time on _______________________, 200_ ("Expiration Date"), up to ______ of fully paid shares of common stock Shares stock, par value $.01 per share, of the Company (the "SharesCommon Stock") and/or ______ warrants, each warrant to purchase one (1) share of Alaska Apollo Resources Inc. a Province Common Stock, at an exercise price of British Columbia corporation $6.48 per share and $.12 per Warrant, respectively [120% of the offering prices per share and per warrant to the public, respectively] (the "Company"), at the initial exercise price, subject to adjustment in certain events of twelve Common Stock Exercise Price" and one-half cents ($0.125) per Share (the "Warrant Exercise Price") , respectively), upon surrender of this Representative's Warrant Certificate and payment of the Common Stock Exercise Price and the Warrant Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Representative's Warrant Agreement dated as of March 7___________, 1997, between 199_ among the Company and Exergon Capital S.A. National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Representative's Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Representative's Warrant evidenced by this Warrant Certificate are part of a duly authorized issue of Representative's Warrant issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Representative's Warrant. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Representative's Warrant; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Representative's Warrant shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Representative's Warrant evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered unexercised Representative's Warrant. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.
Appears in 1 contract
Samples: Representative's Warrant Agreement (Casull Arms Corp)
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCES, INC. ATTEST: OSMOTICS CORPORATION ____________________ By:_______________________________________ Willxxx Secretary Name: Xxxxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. Xxxxxx TITLE: CHIEF EXECUTIVE OFFICER NATIONAL SECURITIES CORPORATION By:_______________________________________ _________________, President Name: Xxxxxx X. Xxxxxxxxx TITLE: CHAIRMAN EXHIBIT A [FORM OF REPRESENTATIVE'S WARRANT CERTIFICATE] THE WARRANTS REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that NEW YORK TIME, ____________, 2002 Representative's Warrant No. _____ ____________________________________ Shares of Common Stock WARRANT CERTIFICATE This Warrant Certificate certifies that ________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to____________, 1998 until 5:30 p.m., New York time on __________________________, 2002 ("Expiration Date"), up to ____ of fully paid shares of fully-paid and non-assessable common stock Shares stock, no par value (the "SharesCommon Stock") of Alaska Apollo Resources Inc. Osmotics Corporation, a Province of British Columbia Delaware corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events events, of twelve and one-half cents ($0.125) ____ per Share [120% of initial offering price per Share] (the "Exercise Price") upon surrender of this Representative's Warrant Certificate and payment of the Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Representative's Warrant Agreement dated as of March 7____________, 1997, between 1997 among the Company and Exergon Capital S.A. National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Representative's Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Representative's Warrant evidenced by this Warrant Certificate are part of a duly authorized issue of Representative's Warrant issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Representative's Warrant. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Representative's Warrant; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Representative's Warrant shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Representative's Warrant evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered unexercised Representative's Warrant. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.
Appears in 1 contract
IN WITNESS OF. the parties hereto have caused this Owner Trust Agreement to be duly executedexecuted by their respective officers hereunto duly authorized, as of the day and year first above written. ALASKA APOLLO RESOURCESPAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, INC. Depositor By:_________________________________ Willxxx X. XxxxxxxxxName: Xxxxxxx Xxxxxx Title: Senior Vice President FREMONT INVESTMENT & LOAN, Xxesident EXERGON CAPITAL S.A. Transferor By:_________________________________ _________________Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President & Chief Financial Officer WILMINGTON TRUST COMPANY, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to_________not in its individual capacity but solely as Owner Trustee By:_________________________________ of fully paid shares of common stock Shares Name: Title: FIRST UNION NATIONAL BANK, not in its individual capacity but solely as Paying Agent By:_________________________________ Name: Xxxxxx Xxxxxxxx Title: Vice President EXHIBIT A TO THE OWNER TRUST AGREEMENT FORM OF RESIDUAL INTEREST CERTIFICATE THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, FREMONT INVESTMENT & LOAN) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN SECTION 3.10(B) OF THE OWNER TRUST AGREEMENT, NO TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A "PLAN" WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN INVESTOR"), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING SUCH RESIDUAL INTEREST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN INVESTOR. FREMONT HOME LOAN OWNER TRUST 1999-1 RESIDUAL INTEREST CERTIFICATE No. ___ THIS CERTIFIES THAT _______________________________ (the "SharesOwner") is the registered owner of Alaska Apollo Resources Inc. a Province of British Columbia corporation ____% residual interest in Fremont Home Loan Owner Trust 1999-1 (the "Company"), at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share (the "Exercise PriceTrust") upon surrender of this Warrant Certificate and payment existing under the laws of the Exercise Price at the principal executive office State of the Company, but subject Delaware and created pursuant to the conditions set forth herein and in the warrant agreement Owner Trust Agreement dated as of March 71, 1997, between the Company and Exergon Capital S.A. 1999 (the "Warrant Owner Trust Agreement") between PaineWebber Mortgage Acceptance Corporation IV, as Depositor, Fremont Investment & Loan, as the Company, Wilmington Trust Company, not in its individual capacity but solely in its fiduciary capacity as owner trustee under the Owner Trust Agreement (the "Owner Trustee") and First Union National Bank, as Paying Agent (the "Paying Agent"). Payment Initially capitalized terms used but not defined herein have the meanings assigned to them in the Owner Trust Agreement. The Owner Trustee, on behalf of the Exercise Price shall be made Issuer and not in its individual capacity, has executed this Residual Interest Certificate by certified or official bank check or wire transfer in New York Clearing House funds or through one of its duly authorized signatories as set forth below. This Residual Interest Certificate is one of the use of Appreciation Currency (as defined Residual Interest Certificates referred to in the Warrant Agreement) or a combination thereof payable Owner Trust Agreement and is issued under and is subject to the order terms, provisions and conditions of the CompanyOwner Trust Agreement to which the holder of this Residual Interest Certificate by virtue of the acceptance hereof agrees and by which the holder hereof is bound. Reference is hereby made to the Owner Trust Agreement and the Sale and Master Servicing Agreement for the rights of the holder of this Residual Interest Certificate, as well as for the terms and conditions of the Trust created by the Owner Trust Agreement. The holder, by its acceptance hereof, agrees not to transfer this Residual Interest Certificate except in accordance with terms and provisions of the Owner Trust Agreement. THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Appears in 1 contract
Samples: Owner Trust Agreement (Painewebber Mort Acce Corp Iv Fremont Home Ln Own Tr 1999-1)
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCESATTEST: HOME SECURITY INTERNATIONAL, INC. By_________________________________ Willxxx By: ------------------------------------- Name: Title: NATIONAL SECURITIES CORPORATION By: ------------------------------------- Name: Xxxxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President Xxxxxxxxx Title: Chairman EXHIBIT A [FORM OF REPRESENTATIVE'S WARRANT CERTIFICATE] THE WARRANTS REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 NEW YORK TIME, JUNE ___, 2002 Representative's Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that _____ ____________________________________________________ Shares of Common Stock WARRANT CERTIFICATE This Warrant Certificate certifies that ________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up toJune ___, 1998 until 5:30 p.m., New York time on June ________________________________, 2002 ("Expiration Date"), up to _______ of fully paid shares of fully-paid and non-assessable common stock Shares stock, par value $.001 (the "SharesCommon Stock") of Alaska Apollo Resources Inc. Home Security International, Inc., a Province of British Columbia Delaware corporation (the "Company"), ) at the initial exercise price, subject to adjustment in certain events events, of twelve and one-half cents ($0.125) 9.10 per Share share (the "Exercise Price") upon surrender of this Representative's Warrant Certificate and payment of the Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Representative's Warrant Agreement dated as of March 7June ___, 1997, between 1997 among the Company and Exergon Capital S.A. National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Representative's Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Representative's Warrant evidenced by this Warrant Certificate are part of a duly authorized issue of Representative's Warrant issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Representative's Warrant. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Representative's Warrant; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Representative's Warrant shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Representative's Warrant evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered unexercised Representative's Warrant. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.
Appears in 1 contract
Samples: Representative's Warrant Agreement (Home Security International Inc)
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCES, INC. By_________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. TRIO GROWTH TRUST By_________________________________ not individually, but solely as Co-Trustee Name:______________________________ Title: Co-Trustee ---------- By_________________________________ not individually, President but solely as Co-Trustee Name:______________________________ Title: Co-Trustee ---------- EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ________________________________that___________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to__________________to ________________________ of fully paid shares of common stock Shares (the "Shares") of Alaska Apollo Resources Inc. a Province of British Columbia corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share (the "Exercise Price") upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive office of the Company, but subject to the conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. Trio Growth Trust (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company.
Appears in 1 contract
IN WITNESS OF. the parties hereto have caused this Trust Agreement to be duly executedexecuted by their respective officers hereunto duly authorized, as of the day and year first above written. ALASKA APOLLO RESOURCESPAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, INC. Depositor By_________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to____: ______________________________________ of fully paid shares of common stock Shares Xxxxxxx X. Xxxxxx Senior Vice President EMPIRE FUNDING CORP. By: ______________________________________ Name: Title: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: ______________________________________ Xxxxxx X. Xxxxxx Vice President U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Paying Agent By: ______________________________________ X.X. Xxxxxxx Assistant Vice-President EXHIBIT A TO THE TRUST AGREEMENT FORM OF RESIDUAL INTEREST CERTIFICATE THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN SECTION 3.10(B) OF THE TRUST AGREEMENT, NO TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A "PLAN" WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN INVESTOR"), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING SUCH RESIDUAL INTEREST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN INVESTOR. THE OWNER TRUSTEE SHALL NOT EXECUTE, AND SHALL NOT COUNTERSIGN AND DELIVER, A RESIDUAL INTEREST CERTIFICATE IN CONNECTION WITH ANY TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE UNLESS THE TRANSFEROR SHALL HAVE PROVIDED TO THE OWNER TRUSTEE A CERTIFICATE, SIGNED BY THE TRANSFEREE, WHICH CERTIFICATE SHALL CONTAIN THE CONSENT OF THE TRANSFEREE TO ANY AMENDMENTS OF THE TRUST AGREEMENT AS MAY BE REQUIRED TO EFFECTUATE FURTHER THE RESTRICTIONS ON TRANSFER OF THE RESIDUAL INTEREST CERTIFICATES TO NON-PERMITTED FOREIGN HOLDERS, AND AN AGREEMENT BY THE TRANSFEREE THAT IT WILL NOT TRANSFER THIS RESIDUAL INTEREST CERTIFICATE WITHOUT PROVIDING TO THE OWNER TRUSTEE A SUBSTANTIALLY IDENTICAL CERTIFICATE, SIGNED BY THE PROSPECTIVE OWNER TO WHOM THIS RESIDUAL INTEREST CERTIFICATE IS TO BE TRANSFERRED. EMPIRE FUNDING HOME LOAN OWNER TRUST 1997-5 RESIDUAL INTEREST CERTIFICATE No. ______ THIS CERTIFIES THAT _______________________________ (the "SharesOwner") is the registered owner of Alaska Apollo Resources Inc. a Province of British Columbia corporation ____% residual interest in Empire Funding Home Loan Owner Trust 1997-5 (the "CompanyTrust")) existing under the laws of the State of Delaware and created pursuant to the Trust Agreement dated as of December 1, at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share 1997 (the "Exercise PriceTrust Agreement") upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive office of between PaineWebber Mortgage Acceptance Corporation IV, as Depositor, Empire Funding Corp., as the Company, Wilmington Trust Company, not in its individual capacity but solely in its fiduciary capacity as owner trustee under the Trust Agreement (the "Owner Trustee") and U.S. Bank National Association, d/b/a First Bank National Association, as Paying Agent (the "Paying Agent"). Initially capitalized terms used but not defined herein have the meanings assigned to them in the Trust Agreement. The Owner Trustee, on behalf of the Issuer and not in its individual capacity, has executed this Residual Interest Certificate by one of its duly authorized signatories as set forth below. This Residual Interest Certificate is one of the Residual Interest Certificates referred to in the Trust Agreement and is issued under and is subject to the terms, provisions and conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be Trust Agreement to which the holder of this Residual Interest Certificate by virtue of the acceptance hereof agrees and by which the holder hereof is bound. Reference is hereby made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order Trust Agreement and the Sale and Servicing Agreement for the rights of the Companyholder of this Residual Interest Certificate, as well as for the terms and conditions of the Trust created by the Trust Agreement. The holder, by its acceptance hereof, agrees not to transfer this Residual Interest Certificate except in accordance with terms and provisions of the Trust Agreement. THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Appears in 1 contract
Samples: Owner Trust Agreement (Empire Funding Home Loan Owner Trust 1997-5)
IN WITNESS OF. WHICH the parties hereto Parties have caused signed this National Variation Agreement on the date(s) shown below SIGNED by …………………………………………………. Signature [INSERT AUTHORISED SIGNATORY’S NAME] for and on behalf of [INSERT COMMISSIONER NAME] …………………………………………………. Title …………………………………………………. Date [INSERT AS ABOVE FOR EACH COMMISSIONER] SIGNED by ………………………………………………… Signature [INSERT AUTHORISED SIGNATORY’S NAME] for and on behalf of [INSERT PROVIDER NAME] ……………………………………………… Title ……………………………………………… Date Appendix 1 Part 1: New Defined Terms Add the following definitions to the General Conditions (Definitions and Interpretation) in alphabetical order: 1989 Act the Children Act 1989 2004 Act the Children Act 2004 2005 Act the Mental Capacity Act 2005 2014 Act the Care Act 2014 2014 Regulations the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014, as amended by the Health and Social Care Act 2008 (Regulated Activities) (Amendment) Regulations 2015 Apology a sincere expression of sorrow or regret for the harm that has resulted from a Notifiable Safety Incident , in accordance with the Being Open Framework xxxx://xxx.xxxx.xxxx.xxx.xx/resources/?EntryId45=83726 Armed Forces Covenant the armed forces covenant guidance document and the ‘Armed forces covenant: today and tomorrow’ document outlining actions to be duly executedtaken, as available at: xxxxx://xxx.xxx.xx/government/publications/the-armed-forces-covenant Chargeable Overseas Visitor a patient who is liable to pay charges for NHS services under the Overseas Visitor Charging Regulations Code of Practice on the Prevention and Control of Infections the Health and Social Care Act 2008: Code of Practice on the prevention and control of infections and related guidance, available at xxxxx://xxx.xxx.xx/government/publications/the-health-and-social-care-act-2008-code-of-practice-on-the-prevention-and-control-of-infections-and-related-guidance EDS2 the Equality Delivery System for the NHS – EDS2, being a tool designed to help NHS organisations, in discussion with local stakeholders, to review and improve their equality performance for people with characteristics protected by the Equality Act 2010, and to support them in meeting their duties under section 1 of the day Equality Act 2010, available at: xxxx://xxx.xxxxxxx.xxx.xx/wp-content/uploads/2013/11/eds-nov131.pdf EEA European Economic Area EPRR Guidance the emergency preparedness, resilience and year first above written. ALASKA APOLLO RESOURCESresponse and sustainability guidance published by the Department of Health and NHS England from time to time, INC. By_________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO including: (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, NHS England Emergency Planning Framework; (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR NHS England Command and Control Framework; (iii) AN OPINION OF COUNSELNHS England Core Standards for Emergency Preparedness, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR Resilience and Response (IVEPRR); and (iv) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to__________________________________________ of fully paid shares of common stock Shares NHS England Business Continuity Management Framework (the "Shares") of Alaska Apollo Resources Inc. a Province of British Columbia corporation (the "Company"Service Resilience), at all available via: xxxx://xxx.xxxxxxx.xxx.xx/ourwork/eprr/ E-Referral Guidance the initial exercise priceGuidance in relation to E-Referral available at: xxx.xxxxxxxxxxxxx.xxx.xx/xxxxx/xxxxxxxx/xxxxxxxx Food Standards Guidance 10 key characteristics of good nutritional care (Nutrition Alliance) xxxx://xxx.xxxxx.xxx.xx/pdfs/coe_leaflet.pdf; Nutrition and Hydration Digest (British Dietetic Association) xxxx://xxx.xxx.xx.xxx/publications/professional/NutritionHydrationDigest.pdf; Malnutrition Universal Screening Tool or equivalent (British Association of Parenteral and Enteral Nutrition) xxxx://xxx.xxxxx.xxx.xx/pdfs/must/must_full.pdf; Government Buying Standards for Food and Catering Services (Department of Environment, subject Food and Rural Affairs) xxxxx://xxx.xxx.xx/government/publications/sustainable-procurement-the-gbs-for-food-and-catering-services; For staff and visitor catering - Healthier and more sustainable catering guidance – nutrition principles (Public Health England) xxxxx://xxx.xxx.xx/government/publications/healthier-and-more-sustainable-catering-a-toolkit-for-serving-food-to-adults More detail can be found at: xxxxx://xxx.xxx.xx/government/publications/establishing-food-standards-for-nhs-hospitals Fundamental Standards the requirements set out in regulations 9 to adjustment in certain events of twelve and one-half cents ($0.125) per Share (the "Exercise Price") upon surrender of this Warrant Certificate and payment 19 of the Exercise Price at 2014 Regulations Health Service Ombudsman the principal executive office Parliamentary and Health Service Ombudsman, the independent body the role of which is to investigate complaints that individuals have been treated unfairly or have received poor service from government departments and other public organisations and the Company, but subject to NHS: xxxx://xxx.xxxxxxxxx.xxx.xx/ Hospital Food Standards Report the conditions set forth herein Hospital Food Standards Panel’s report on standards for food and drink in NHS hospitals: xxxxx://xxx.xxx.xx/governemnt/publictions/establishing-food-standards-for-nhs-hospitals Information Governance Audit Guidance guidance issued by the Department of Health and/or NHS England available at: xxxx://xxx.xxx.xx/government/publications/a-question-of-balance-independent-assurance-of-information-governance-returns Information Standards Notice an information standards notice published by SCCI ISB0160the standard defined in Clinical Risk Management: its Application in the warrant agreement dated as Deployment and Use of March 7Health IT Systems , 1997, between available at: xxxx://xxx.xxx.xxx.xx/documents/isb-0160/amd-38-2012/index_html LD Guidance the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment model of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined care set out in the Warrant AgreementDepartment of Health publication Transforming care: a national response to Winterbourne View hospital (December 2012), and guidance issued by NHS England from time to time in relation to or pursuant to it available via: xxxx://xxx.xxxxxxx.xxx.xx/ourwork/qual-clin-lead/ld/transform-care/ MCA Policies the Provider’s written policies for compliance with the 2005 Act and the Deprivation of Liberty Safeguards, as appended in Section C Part 7.2 (Safeguarding Policies) or a combination thereof payable and updated from time to the order of the Company.time in accordance with Clause 24 (Safeguarding Children and Vulnerable Adults)
Appears in 1 contract
Samples: National Variation Agreement
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCESATTEST: AUDIO BOOK CLUB, INC. ________________________ By:______________________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. Name: Title: NATIONAL SECURITIES CORPORATION By:______________________________________________ _________________, President Name: Title: EXHIBIT A [FORM OF REPRESENTATIVES' WARRANT CERTIFICATE] THE WARRANTS REPRESENTATIVES' WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTATIVES' WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 NEW YORK TIME, ____ ___, 2002 Representatives' Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that _____________________________________________________ Shares of Common Stock WARRANT CERTIFICATE This Warrant Certificate certifies that _______, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to__________________________________________ of fully paid _____, 1998 until 5:30 p.m., New York time on ____ ___, 2002 ("Expiration Date"), up to ____ shares of fully-paid and non-assessable common stock Shares stock, no par value (the "SharesCommon Stock") of Alaska Apollo Resources Inc. Audio Book Club, Inc., a Province of British Columbia Florida corporation (the "Company"), ) at the initial exercise price, subject to adjustment in certain events events, of twelve and one-half cents ($0.125) _____ per Share share (the "Exercise Price") upon surrender of this Representatives' Warrant Certificate and payment of the Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Representatives' Warrant Agreement dated as of March 7_____ ___, 1997, between 1997 among the Company and Exergon Capital S.A. National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Representatives' Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Representatives' Warrant evidenced by this Warrant Certificate are part of a duly authorized issue of Representatives' Warrant issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Representatives' Warrant. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Representatives' Warrant; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Representatives' Warrant shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Representatives' Warrant evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered unexercised Representatives' Warrant. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.
Appears in 1 contract
Samples: Representatives' Warrant Agreement (Audio Book Club Inc)
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCES, INC. By_________________________________ By ---------------------------------- Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ JAYHEAD INVESTMENTS, LTD. By ---------------------------------- _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to__________________________________________ of fully paid shares of common stock Shares (the "Shares") of Alaska Apollo Resources Inc. a Province of British Columbia corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share (the "Exercise Price") upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive office of the Company, but subject to the conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company.----------------
Appears in 1 contract
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCES, INC. ATTEST: RIVIERA TOOL COMPANY By:__________________ By: ___________________ Willxxx Petex X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. Xxxxxx Kennxxx X. Xxxxx Secretary Its President By______________: ___________________ _________________, President John X. Xxxxx EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 Warrant NoMICHIGAN TIME, MARCX 0, 0000 Xxxxxxx Xx. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to____________________________ _______________ Shares of fully paid Common Stock WARRANT CERTIFICATE This Warrant Certificate certifies that John X. Xxxxx xx the registered holder of Warrants to purchase initially, at any time from March 4, 1997 until 5:30 p.m., Michigan time on March 3, 2000 ("Expiration Date"), up to _________ shares of fully-paid and non-assessable common stock Shares stock, no par value (the "SharesCommon Stock") of Alaska Apollo Resources Inc. Riviera Tool Company, a Province of British Columbia Michigan corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events events, of twelve and one-half cents ($0.125) _____ per Share share of Common Stock (the "Exercise Price") upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Warrant Agreement dated as of March 74, 1997, 1997 between the Company and Exergon Capital S.A. John X. Xxxxx (the xxe "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. 12 No Warrant may be exercised after 5:30 p.m., Michigan time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and John X. Xxxxx. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. 13 This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.
Appears in 1 contract
Samples: Warrant Agreement (Riviera Tool Co)
IN WITNESS OF. the parties hereto have caused this Owner Trust Agreement to be duly executedexecuted by their respective officers hereunto duly authorized, as of the day and year first above written. ALASKA APOLLO RESOURCESPAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, INC. Depositor By: ___________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ____________________Name: Title: _______________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up toTransferor By: ___________________________________ Name: Title: _______________________________________, not in its individual capacity but solely as Owner Trustee By: ___________________________________ of fully paid shares of common stock Shares Name: Title: ________________________________, not in its individual capacity but solely as Paying Agent By: ___________________________________ Name: Title: EXHIBIT A TO THE OWNER TRUST AGREEMENT FORM OF RESIDUAL INTEREST CERTIFICATE THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, _________________________) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN SECTION 3.10(B) OF THE OWNER TRUST AGREEMENT, NO TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A "PLAN" WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN INVESTOR"), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING SUCH RESIDUAL INTEREST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN INVESTOR. ________________ HOME LOAN OWNER TRUST 199__-__ RESIDUAL INTEREST CERTIFICATE No. ____ THIS CERTIFIES THAT _______________________________ (the "SharesOWNER") is the registered owner of Alaska Apollo Resources Inc. a Province of British Columbia corporation ____% residual interest in ___________ Home Loan Owner Trust 199__-__ (the "CompanyTRUST")) existing under the laws of the State of Delaware and created pursuant to the Owner Trust Agreement dated as of __________, at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share 199__ (the "Exercise PriceOWNER TRUST AGREEMENT") upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive office of between PaineWebber Mortgage Acceptance Corporation IV, as Depositor, ____________________________, as the Company, ___________________, not in its individual capacity but solely in its fiduciary capacity as owner trustee under the Owner Trust Agreement (the "OWNER TRUSTEE") and ______________________________, as Paying Agent (the "PAYING AGENT"). Initially capitalized terms used but not defined herein have the meanings assigned to them in the Owner Trust Agreement. The Owner Trustee, on behalf of the Issuer and not in its individual capacity, has executed this Residual Interest Certificate by one of its duly authorized signatories as set forth below. This Residual Interest Certificate is one of the Residual Interest Certificates referred to in the Owner Trust Agreement and is issued under and is subject to the terms, provisions and conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be Owner Trust Agreement to which the holder of this Residual Interest Certificate by virtue of the acceptance hereof agrees and by which the holder hereof is bound. Reference is hereby made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order Owner Trust Agreement and the Sale and Master Servicing Agreement for the rights of the Companyholder of this Residual Interest Certificate, as well as for the terms and conditions of the Trust created by the Owner Trust Agreement. The holder, by its acceptance hereof, agrees not to transfer this Residual Interest Certificate except in accordance with terms and provisions of the Owner Trust Agreement. THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Appears in 1 contract
Samples: Owner Trust Agreement (Painewebber Mortgage Acceptance Corporation Iv)
IN WITNESS OF. the parties hereto have caused which this Agreement to be duly executed, document has been executed and delivered as of a deed the day and year first above before written. ALASKA APOLLO RESOURCESEXECUTED as a DEED ) HOLMES TRUSTEES LIMITED ) acting by: ) .................................. Director .................................. Director/Secretary SCHEDULE 11 MIG POLICIES ASSIGNMENT OF THE RIGHT TO CANCEL NOTICE To: Carfax Insurance Limited The Albany South Esplanade St. Peter Port Guernsey Channel Islands [o], INC. By_________________________________ Willxxx X. Xxxxxxxxx2004 Dear Sirs, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________Re: Assignment of mortgage indemnity insurance policies numbered CAR 9401A, President EXHIBIT A CAR 9401X, CAR 9601A and CAR 9601X issued on 4th November, 1994, 4th November, 1994, 30th December, 1996 and 30th December, 1996 respectively (each an MIG Policy and together the MIG Policies) We hereby give you notice that, by an assignment dated [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO o], 2004 and made between ourselves and Abbey National PLC (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIESthe Seller), OR we assigned our right to cancel each and/or any of the MIG Policies (iiito the extent that they relate to the loans and the mortgages in a portfolio referred to in a mortgage sale agreement dated [o], 2004 (as amended and/or restated from time to time) AN OPINION between ourselves, Holmes Funding Limited, the Mortgages Trustee and JP Morgan Chase Xxxx, London Branch (formerly known as The Chase Manhxxxxx Xxxk, Xxxdon Branch)) and to reclaim the rebate of premium (if any) upon the cancellation of the MIG Policy or MIG Policies, as the case may be, to the Seller. Yours faithfully, ............................... For and on behalf of HOLMES TRUSTEES LIMITED Copy: Holmes Trustees Limited Holmes Fxxxxxx Limited SCHEDULE 12 ABBEY NATIONAL PLC POLICIES INSURANCE ACKNOWLEDGEMENT ON THE HEADED NOTEPAPER OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE EACH OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to__________________________________________ of fully paid shares of common stock Shares ABBEY NATIONAL PLC POLICY INSURERS To: Abbey National PLC (the "Shares"Seller) of Alaska Apollo Resources Inc. a Province of British Columbia corporation Abbey National House 2 Triton Square Regent's Place Xxxxxx XX0 0XX Xxxxxx Xxxstees Limited (the "Company")Mortgages Trustee) Abbey Nationxx Xxxse 2 Triton Square Regent's Place Xxxxxx XX0 0XX Xxxxxx Xxxding Limited (Funding) Abbey National House 0 Xriton Square Regent's Place London NW1 3AN XXXxxxxx Xxxxx Xxxx, at the initial exercise priceXxxxxx Xxxxxx (xxxxxxxx xxxxn as The Chase Manhattan Bank, subject to adjustment in certain events of twelve and one-half cents ($0.125London Branch) per Share (the "Exercise Price"Security Trustee) upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive office of the CompanyTrinity Tower 9 Thomas More Street London E1W 1YT Xxxx Xxxx, but subject Xxxxx National Plc Policies We refer to the conditions set forth herein home insurance policies issued or to be issued by the Seller on our behalf to borrowers in respect of properties mortgaged by such borrowers to the Seller on or after [ ], 20[ ], and in respect of which the warrant agreement dated Seller and the borrower is named or will be named as of March 7, 1997, between the Company and Exergon Capital S.A. insured (the "Warrant Agreement"Abbey National Plc Policies). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company.The Seller has informed us that:
Appears in 1 contract
Samples: Mortgage Sale Agreement (Holmes Financing No 8 PLC)
IN WITNESS OF. the parties hereto have caused this Owner Trust Agreement to be duly executedexecuted by their respective officers hereunto duly authorized, as of the day and year first above written. ALASKA APOLLO RESOURCESACE SECURITIES CORP., INC. Depositor By_________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to_______: ___________________________________ of fully paid shares of common stock Shares Name: Title: [_______________________], Company By: ___________________________________ Name: Title: [_______________________], not in its individual capacity but solely as Owner Trustee By: ___________________________________ Name: Title: [_______________________], not in its individual capacity but solely as Paying Agent By: ___________________________________ Name: Title: EXHIBIT A TO THE OWNER TRUST AGREEMENT FORM OF RESIDUAL INTEREST CERTIFICATE THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL --- INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, [_______________________]) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN SECTION 3.10(B) OF THE OWNER TRUST AGREEMENT, NO TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A "PLAN" WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN INVESTOR"), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING SUCH RESIDUAL INTEREST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN INVESTOR. [_______________________] TRUST 199[_]-[_] No. ______ THIS CERTIFIES THAT _______________________________ (the "SharesOwner") is ----- the registered owner of Alaska Apollo Resources Inc. a Province of British Columbia corporation ____% residual interest in [_______________________] Trust 199[_]-[_] (the "CompanyTrust"), at ) existing under the initial exercise price, subject laws of the State of Delaware ----- and created pursuant to adjustment in certain events the Owner Trust Agreement dated as of twelve and one-half cents ($0.125) per Share [_______________________] (the "Exercise PriceOwner Trust Agreement") upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive office of between Ace Securities --------------------- Corp., as Depositor, [_______________________], as the Company, [_______________________], not in its individual capacity but solely in its fiduciary capacity as owner trustee under the Owner Trust Agreement (the "Owner ----- Trustee") and [_______________________], as Paying Agent (the "Paying Agent"). ------- ------------ Initially capitalized terms used but not defined herein have the meanings assigned to them in the Owner Trust Agreement. The Owner Trustee, on behalf of the Issuer and not in its individual capacity, has executed this Residual Interest Certificate by one of its duly authorized signatories as set forth below. This Residual Interest Certificate is one of the Residual Interest Certificates referred to in the Owner Trust Agreement and is issued under and is subject to the terms, provisions and conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be Owner Trust Agreement to which the holder of this Residual Interest Certificate by virtue of the acceptance hereof agrees and by which the holder hereof is bound. Reference is hereby made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order Owner Trust Agreement and the Sale and Servicing Agreement for the rights of the Companyholder of this Residual Interest Certificate, as well as for the terms and conditions of the Trust created by the Owner Trust Agreement. The holder, by its acceptance hereof, agrees not to transfer this Residual Interest Certificate except in accordance with terms and provisions of the Owner Trust Agreement. THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Appears in 1 contract
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCES, INC. ATTEST: CASULL ARMS CORPORATION By: ___________________ By:___________________________________ Willxxx Name: Xxxxxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. Casull Name: Xxxxx X. Xxxxxxx Title: CEO Title: Chairman of the Board NATIONAL SECURITIES CORPORATION By:___________________________________ _________________, President Name: Xxxxxx X. Xxxxxxxxx Title: Chairman EXHIBIT A [FORM OF PLACEMENT AGENT'S WARRANT CERTIFICATE] THE WARRANTS PLACEMENT AGENT'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES PLACEMENT AGENT'S WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that NEW YORK TIME,__________, 2001 PLACEMENT AGENT'S Warrant No. Issuable for _____ Shares of Common Stock and __________________________________________________ Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that , or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to_____________, 1997 until 5:30 p.m., New York time on _______________________, 2002 ("Expiration Date"), up to shares of common stock, par value $.01 per share, of the Company (the "Common Stock") and/or ______ warrants, each warrant to purchase one (1) share of fully paid shares Common Stock, at an exercise price of common stock Shares $7.20 per share and $.12 per Warrant, respectively [120% of the offering prices per share and per warrant to the public, respectively] (the "Shares") of Alaska Apollo Resources Inc. a Province of British Columbia corporation (Common Stock Exercise Price" and the "Company"), at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share (the "Warrant Exercise Price") , respectively), upon surrender of this Placement Agent's Warrant Certificate and payment of the Common Stock Exercise Price and the Warrant Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Placement Agent's Warrant Agreement dated as of March 7___________, 1997, between 1997 among the Company and Exergon Capital S.A. National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Placement Agent's Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void.
Appears in 1 contract
Samples: Placement Agent's Warrant Agreement (Casull Arms Corp)
IN WITNESS OF. the parties hereto have caused this Owner Trust Agreement to be duly executedexecuted by their respective officers hereunto duly authorized, as of the day and year first above written. ALASKA APOLLO RESOURCES, INC. By_________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that _____________________________________], Depositor By: Name: Title: , Transferor By: Name: Title: , not in its individual capacity but solely as Owner Trustee By: Name: Title: , not in its individual capacity but solely as Paying Agent By: Name: Title: THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, ______________________) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN SECTION 3.10(B) OF THE OWNER TRUST AGREEMENT, or registered assignsNO TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A “PLAN” WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY (EACH, A “BENEFIT PLAN INVESTOR”), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING SUCH RESIDUAL INTEREST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN INVESTOR. No. ____ THIS CERTIFIES THAT ________________________________ (the “Owner”) is the registered holder owner of Warrants a ____% residual interest in Home Loan Owner Trust 20___-__ (the “Trust”) existing under the laws of the State of Delaware and created pursuant to purchase initiallythe Owner Trust Agreement dated as of ___________, at any time from after March 7, 1997, up to20__ (the “Owner Trust Agreement”) between [____________________________________], as Depositor, ______________________, as the Company, ________________, not in its individual capacity but solely in its fiduciary capacity as owner trustee under the Owner Trust Agreement (the “Owner Trustee”) and _____________ of fully paid shares of common stock Shares ______________________, as Paying Agent (the "Shares") of Alaska Apollo Resources Inc. a Province of British Columbia corporation (“Paying Agent”). Initially capitalized terms used but not defined herein have the "Company")meanings assigned to them in the Owner Trust Agreement. The Owner Trustee, at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share (the "Exercise Price") upon surrender of this Warrant Certificate and payment on behalf of the Exercise Price at the principal executive office Issuing Entity and not in its individual capacity, has executed this Residual Interest Certificate by one of its duly authorized signatories as set forth below. This Residual Interest Certificate is one of the Company, but Residual Interest Certificates referred to in the Owner Trust Agreement and is issued under and is subject to the terms, provisions and conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be Owner Trust Agreement to which the holder of this Residual Interest Certificate by virtue of the acceptance hereof agrees and by which the holder hereof is bound. Reference is hereby made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order Owner Trust Agreement and the Sale and Master Servicing Agreement for the rights of the Companyholder of this Residual Interest Certificate, as well as for the terms and conditions of the Trust created by the Owner Trust Agreement. The holder, by its acceptance hereof, agrees not to transfer this Residual Interest Certificate except in accordance with terms and provisions of the Owner Trust Agreement. THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Appears in 1 contract
Samples: Owner Trust Agreement (Bcap LLC)
IN WITNESS OF. the parties hereto have caused this Owner Trust Agreement to be duly executedexecuted by their respective officers hereunto duly authorized, as of the day and year first above written. ALASKA APOLLO RESOURCESPAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, INC. Depositor By_________________________________ Willxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to____: ______________________________________ of fully paid shares of common stock Shares Barbara J. Dawson Senior Vxxx Xxxxxxxxx EMPIRE FUNDING CORP. By: ______________________________________ Name: Title: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: ______________________________________ Emmett R. Harmon Vice Presxxxxx U.S. BANK NATIONAL ASSOCIATION, d/b/a FIRST BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Paying Agent By: ______________________________________ Name: Title: EXHIBIT A TO THE OWNER TRUST AGREEMENT FORM OF RESIDUAL INTEREST CERTIFICATE THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN SECTION 3.10(B) OF THE OWNER TRUST AGREEMENT, NO TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A "PLAN" WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN INVESTOR"), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING SUCH RESIDUAL INTEREST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN INVESTOR. EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-1 RESIDUAL INTEREST CERTIFICATE No. ______ THIS CERTIFIES THAT _______________________________ (the "SharesOwner") is the registered owner of Alaska Apollo Resources Inc. a Province of British Columbia corporation ____% residual interest in Empire Funding Home Loan Owner Trust 1998-1 (the "CompanyTrust")) existing under the laws of the State of Delaware and created pursuant to the Owner Trust Agreement dated as of February 1, at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share 1998 (the "Exercise PriceOwner Trust Agreement") upon surrender of this Warrant Certificate and payment of the Exercise Price at the principal executive office of between PaineWebber Mortgage Acceptance Corporation IV, as Depositor, Empire Funding Corp., as the Company, Wilmington Trust Company, not in its individual capacity but solely in its fiduciary capacity as owner trustee under the Owner Trust Agreement (the "Owner Trustee") and U.S. Bank National Association, d/b/a First Bank National Association, as Paying Agent (the "Paying Agent"). Initially capitalized terms used but not defined herein have the meanings assigned to them in the Owner Trust Agreement. The Owner Trustee, on behalf of the Issuer and not in its individual capacity, has executed this Residual Interest Certificate by one of its duly authorized signatories as set forth below. This Residual Interest Certificate is one of the Residual Interest Certificates referred to in the Owner Trust Agreement and is issued under and is subject to the terms, provisions and conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be Owner Trust Agreement to which the holder of this Residual Interest Certificate by virtue of the acceptance hereof agrees and by which the holder hereof is bound. Reference is hereby made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order Owner Trust Agreement and the Sale and Servicing Agreement for the rights of the Companyholder of this Residual Interest Certificate, as well as for the terms and conditions of the Trust created by the Owner Trust Agreement. The holder, by its acceptance hereof, agrees not to transfer this Residual Interest Certificate except in accordance with terms and provisions of the Owner Trust Agreement. THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Appears in 1 contract
Samples: Owner Trust Agreement (Empire Funding Home Loan Owner Trust 1998-1)
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCES, INC. ATTEST: BRIGHTON TECHNOLOGIES CORPORATION By_________________________________ Willxxx : ------------------------- ---------------------------------------- Warrxx Xxxx Name: Kit Kung Secretary Title: President and Chief Operating Officer NATIONAL SECURITIES CORPORATION By: --------------------------------------- Name: Stevxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President Xxxxxxxxx Title: Chairman EXHIBIT A [FORM OF REPRESENTATIVE'S WARRANT CERTIFICATE] THE WARRANTS REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 NEW YORK TIME, ______ __, 2003 Representative's Warrant No. 100,000 Units WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________________________________________________National Securities Corporation, or its registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7________, 19971999 until 5:30 p.m., up toNew York time on ___________________________________, 2003 ("Expiration Date"), up to 100,000 Units (the "Units"), each Unit consisting of one (1) share of fully-paid and non-assessable common stock, $.001 par value ("Common Stock") of Brighton Technologies Corporation, a Delaware corporation (the "Company") and one (1) warrant to purchase one (1) share of Common Stock at an exercise price of $_______ of fully paid shares of common stock Shares (the "Shares") of Alaska Apollo Resources Inc. a Province of British Columbia corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events events, of twelve and one-half cents ($0.125) ______ per Share Unit (the "Exercise Price") upon surrender of this Representative's Warrant Certificate and payment of the Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Representative's Warrant Agreement dated as of March 7__________, 1997, between 1998 among the Company and Exergon Capital S.A. National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. Xx Xxxxxxx xxx be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Representative's Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Representative's Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Representative's Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Representative's Warrant. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Representative's Warrant; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Representative's Warrant shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Representative's Warrant evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered unexercised Representative's Warrant. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.
Appears in 1 contract
Samples: Representative's Warrant Agreement (Brighton Technologies Corp)
IN WITNESS OF. the parties hereto have caused this Owner Trust Agreement to be duly executedexecuted by their respective officers hereunto duly authorized, as of the day and year first above written. ALASKA APOLLO RESOURCESHSI ASSET SECURITIZATION CORPORATION, INCDepositor By: ------------------------------------- Name: Title: ----------------------------------------, Transferor By: ------------------------------------- Name: Title: ----------------------------------------, not in its individual capacity but solely as Owner Trustee By: ------------------------------------- Name: Title: ---------------------------------, not in its individual capacity but solely as Paying Agent By: ------------------------------------- Name: Title: EXHIBIT A TO THE OWNER TRUST AGREEMENT FORM OF RESIDUAL INTEREST CERTIFICATE THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. ByTHIS RESIDUAL INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN Section 3.10(B) OF THE OWNER TRUST AGREEMENT, NO TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF Section 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A "PLAN" WITHIN THE MEANING OF Section 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN INVESTOR"), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING SUCH RESIDUAL INTEREST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN INVESTOR. ________________ HOME LOAN OWNER TRUST 200__-__ RESIDUAL INTEREST CERTIFICATE No. ____ THIS CERTIFIES THAT _______________________________ Willxxx X. Xxxxxxxxx(the "Owner") is the registered owner of a ____% residual interest in ___________ Home Loan Owner Trust 200__-__ (the "Trust") existing under the laws of the State of Delaware and created pursuant to the Owner Trust Agreement dated as of __________, Xxesident EXERGON CAPITAL S.A. By200__ (the "Owner Trust Agreement") between HSI Asset Securitization Corporation, as Depositor, _________________________________ _________________, President EXHIBIT A [FORM OF WARRANT CERTIFICATE] THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933as the Company, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAW. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7, 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that _____________________________, not in its individual capacity but solely in its fiduciary capacity as owner trustee under the Owner Trust Agreement (the "Owner Trustee") and ______________________________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to__________________________________________ of fully paid shares of common stock Shares as Paying Agent (the "Shares") of Alaska Apollo Resources Inc. a Province of British Columbia corporation (the "CompanyPaying Agent"). Initially capitalized terms used but not defined herein have the meanings assigned to them in the Owner Trust Agreement. The Owner Trustee, at the initial exercise price, subject to adjustment in certain events of twelve and one-half cents ($0.125) per Share (the "Exercise Price") upon surrender of this Warrant Certificate and payment on behalf of the Exercise Price at the principal executive office Issuer and not in its individual capacity, has executed this Residual Interest Certificate by one of its duly authorized signatories as set forth below. This Residual Interest Certificate is one of the Company, but Residual Interest Certificates referred to in the Owner Trust Agreement and is issued under and is subject to the terms, provisions and conditions set forth herein and in the warrant agreement dated as of March 7, 1997, between the Company and Exergon Capital S.A. (the "Warrant Agreement"). Payment of the Exercise Price shall be Owner Trust Agreement to which the holder of this Residual Interest Certificate by virtue of the acceptance hereof agrees and by which the holder hereof is bound. Reference is hereby made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order Owner Trust Agreement and the Sale and Master Servicing Agreement for the rights of the Companyholder of this Residual Interest Certificate, as well as for the terms and conditions of the Trust created by the Owner Trust Agreement. The holder, by its acceptance hereof, agrees not to transfer this Residual Interest Certificate except in accordance with terms and provisions of the Owner Trust Agreement. THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Appears in 1 contract
Samples: Owner Trust Agreement (Hsi Asset Securitization Corp)
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCES, INC. ATTEST: OSMOTICS CORPORATION By:________________________ Name: Xxxxxx X. Xxxxxx Title: Chief Executive Officer NATIONAL SECURITIES CORPORATION By:_________________________ Willxxx Name: Xxxxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President Xxxxxxxxx Title: Chairman EXHIBIT A [FORM OF PLACEMENT AGENT'S WARRANT CERTIFICATE] THE WARRANTS PLACEMENT AGENT'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES PLACEMENT AGENT'S WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that NEW YORK TIME, _________________, 2002 Placement Agent's Warrant No. _____ _______________________________ Shares of Common Stock WARRANT CERTIFICATE This Warrant Certificate certifies that ________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to________________, 1998 until 5:30 p.m., New York time on ______________________, 2002 ("Expiration Date"), up to ____ of fully paid shares of fully-paid and nonassessable common stock Shares stock, par value $.001 (the "SharesCommon Stock") of Alaska Apollo Resources Inc. Osmotics Corporation, a Province of British Columbia Delaware corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events events, of twelve and one-half cents ($0.125) 9.90 per Share (the "Exercise Price") upon surrender of this Placement Agent's Warrant Certificate and payment of the Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Placement Agent's Warrant Agreement dated as of March 7_________________, 1997, between 1997 among the Company and Exergon Capital S.A. National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Placement Agent's Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void.
Appears in 1 contract
Samples: Placement Agent's Warrant Agreement (Osmotics Corp)
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCES, INC. ATTEST: ISONICS CORPORATION _________________ Secretary Name: __________________ Title: __________________ NATIONAL SECURITIES CORPORATION By:_______________________________________ Willxxx Name: Xxxxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. By_________________________________ _________________, President Xxxxxxxxx Title: Chairman EXHIBIT A [FORM OF REPRESENTATIVE'S WARRANT CERTIFICATE] THE WARRANTS REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that NEW YORK TIME, _____________ ___, 2002 Representative's Warrant No. _____ ____ Shares of Common Stock and/or _________________________________ Redeemable Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that ________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to_________ _______________________, 1997 until 5:30 p.m., New York time on ___________ of fully paid ___, 2002 ("Expiration Date"), up to ____ shares of common stock Shares Common Stock and/or ____ Redeemable Warrants (each to acquire one share of the "Shares"Company's Common Stock at the initial exercise price, subject to adjustment of $_____ [240% of the initial public offering price per share]) of Alaska Apollo Resources Inc. Isonics Corporation, a Province of British Columbia California corporation (the "Company"), ) at the initial exercise price, subject to adjustment in certain events events, of twelve $____ per share of Common Stock [150% of initial offering price per Shares] and one-half cents ($0.125) 1______ per Share Redeemable Warrant [120% of the initial price to public of the Warrants] (the "Exercise Price") upon surrender of this Representative's Warrant Certificate and payment of the Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Representative's Warrant Agreement dated as of March 7_________ ___, 19971997 among the Company, between the Company and Exergon Capital S.A. National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Representative's Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Representative's Warrant evidenced by this Warrant Certificate are part of a duly authorized issue of Representative's Warrant issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Representative's Warrant. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Representative's Warrant; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Representative's Warrant shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Representative's Warrant evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered unexercised Representative's Warrant. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.
Appears in 1 contract
IN WITNESS OF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ALASKA APOLLO RESOURCES, INC. ATTEST: CASULL ARMS CORPORATION By: ___________________ By:___________________________________ Willxxx Name: Xxxxxxx X. Xxxxxxxxx, Xxesident EXERGON CAPITAL S.A. Casull Name: Xxxxx X. Xxxxxxx Title: CEO Title: Chairman of the Board NATIONAL SECURITIES CORPORATION By:______________________________________ _________________, President Name: Xxxxxx X. Xxxxxxxxx Title: Chairman EXHIBIT A [FORM OF REPRESENTATIVE'S WARRANT CERTIFICATE] THE WARRANTS REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR (IV) BY WILL OR OPERATION OF LAWAVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS OR OTHER SECURITIES REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE AT ANY TIME AFTER MARCH 7ON OR BEFORE 5:30 P.M., 1997 Warrant No. WARRANT CERTIFICATE This Warrant Certificate certifies that NEW YORK TIME,__________, 2001 Representative's Warrant No. ____ Issuable for _____ Shares of Common Stock and ____________________________________________ Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that ______, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from after March 7, 1997, up to_____________, 199___ until 5:30 p.m., New York time on _______________________, 2001 ("Expiration Date"), up to ______ of fully paid shares of common stock Shares stock, par value $.01 per share, of the Company (the "SharesCommon Stock") and/or ______ warrants, each warrant to purchase one (1) share of Alaska Apollo Resources Inc. a Province Common Stock, at an exercise price of British Columbia corporation $7.20 per share and $.12 per Warrant, respectively [120% of the offering prices per share and per warrant to the public, respectively] (the "Company"), at the initial exercise price, subject to adjustment in certain events of twelve Common Stock Exercise Price" and one-half cents ($0.125) per Share (the "Warrant Exercise Price") , respectively), upon surrender of this Representative's Warrant Certificate and payment of the Common Stock Exercise Price and the Warrant Exercise Price at the principal executive an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement Representative's Warrant Agreement dated as of March 7___________, 1997, between 1996 among the Company and Exergon Capital S.A. National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check or wire transfer in New York Clearing House funds or through the use of Appreciation Currency (as defined in the Warrant Agreement) or a combination thereof payable to the order of the Company. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Representative's Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Representative's Warrant evidenced by this Warrant Certificate are part of a duly authorized issue of Representative's Warrant issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Representative's Warrant. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Representative's Warrant; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Representative's Warrant shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Representative's Warrant evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered unexercised Representative's Warrant. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.
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Samples: Representative's Warrant Agreement (Casull Arms Corp)