SEPARATION OF WARRANTS; TERMS OF WARRANTS Clause Samples

SEPARATION OF WARRANTS; TERMS OF WARRANTS. Exercise of ------------------------------------------------------ Warrants. -------- 4.1. The Notes and Warrants will not be separately transferable until the close of business on the earliest to occur of (i) 180 days from the date of issuance, (ii) such earlier date Bear, ▇▇▇▇▇▇▇ & Co. Inc. may determine, (iii) the occurrence of a Change of Control (as defined in the Indenture) the commencement of the Exchange Offer and (v) the effectiveness of the shelf registration statement relating to the Notes (the earliest of such dates, the "Separation Date"), at which time such Warrants shall become separately transferable. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during the period commencing at the opening of business on the Separation Date and until 5:00 p.m., New York City time on March 15, 2010 (the "Exercise Period"), to receive from Holdings the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "Exercise Price") then in effect for such Warrant Shares; provided that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the holder tenders Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon, to the date of exercise equal to the Exercise Price of the Warrants being exercised by such holder. Each Warrant not exercised prior to 5:00 p.m., New York City time, on March 15, 2010 (the "Expiration Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. 4.2. In order to exercise all or any of the Warrants represented by a Warrant Certific...