Subject to Applicable Securities Laws. No number of Private Unit Warrants shall be sold or transferred unless either such Private Unit Warrants first shall have been registered under the Securities Act or any applicable U.S. state or foreign securities law, or upon request by the Company, the Company or the Warrant Agent, as the case may be, first shall have been furnished with an Opinion of Counsel, reasonably satisfactory to the Company, as the case may be, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act and applicable U.S. state or foreign securities law and indicating whether the new Warrant Certificates must bear a restrictive legend or other legends contemplated by applicable laws. Any transfer of any number of Private Unit Warrants and the rights represented by the corresponding Warrant Certificate shall be effected by the surrender of such Warrant Certificate, along with the form of assignment attached to the Warrant Certificate, properly completed and executed by the Holder thereof, at the office of the Warrant Agent, together with an appropriate investment letter, if deemed reasonably necessary by counsel to the Company, to assure compliance with applicable securities laws. Thereupon, the Warrant Agent shall issue in the name or names specified by the Holder thereof and, in the event of a partial transfer, in the name of the Holder thereof, a new Warrant Certificate or Warrant Certificates evidencing the right to purchase such applicable number of Shares.
Appears in 2 contracts
Samples: Warrant Agreement (Central European Media Enterprises LTD), Warrant Agreement (Central European Media Enterprises N.V.)
Subject to Applicable Securities Laws. No number of Private Unit Warrants Warrant shall be sold or transferred unless either such Private Unit Warrants Warrant first shall have been registered under the Securities Act or any applicable U.S. state or foreign securities law, or (i) upon reasonable request by the Company, the Company first shall have been furnished with a certificate executed by an authorized officer of the transferee in form and substance reasonably acceptable to the Company, or (ii) upon reasonable request by the Warrant Agent, as the case may be, Warrant Agent first shall have been furnished with an Opinion opinion of Counsellegal counsel, in form and substance reasonably satisfactory acceptable to the CompanyWarrant Agent, as the in each case may be, such certificate or opinion to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act and applicable U.S. state or foreign securities law and indicating whether the new Warrant Certificates must bear bears a restrictive legend or other legends contemplated by applicable lawslegend, if applicable. Any transfer of any number of Private Unit Warrants a Warrant and the rights represented by the corresponding Warrant Certificate shall be effected by the surrender of such Warrant Certificate, along with the form of assignment attached to the Warrant Certificateas Exhibit C hereto, properly completed and executed by the Holder thereof, at the office of the Warrant Agent, together with an appropriate investment letter, if deemed reasonably necessary by counsel to the Company, to assure compliance with applicable securities laws. Thereupon, the Warrant Agent shall issue in the name or names specified by the Holder thereof and, in the event of a partial transfer, in the name of the Holder thereof, a new Warrant Certificate or Warrant Certificates evidencing the right to purchase such applicable number of Sharesshares of Common Stock as shall be equal to the then applicable Number Issuable.
Appears in 2 contracts
Samples: Support Agreement (Affinion Group Holdings, Inc.), Warrant Agreement (Affinion Group, Inc.)
Subject to Applicable Securities Laws. No number of Private Unit Initial Warrants shall be sold or transferred unless either such Private Unit Initial Warrants first shall have been registered under the Securities Act or any applicable U.S. state or foreign securities law, or upon request by the Company, the Company or the Warrant Agent, as the case may be, first shall have been furnished with an Opinion of Counsel, reasonably satisfactory to the Company, as the case may be, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act and applicable U.S. state or foreign securities law and indicating whether the new Warrant Certificates must bear a restrictive legend or other legends contemplated by applicable laws. Any transfer of any number of Private Unit Initial Warrants and the rights represented by the corresponding Warrant Certificate shall be effected by the surrender of such Warrant Certificate, along with the form of assignment attached to the Warrant Certificate, properly completed and executed by the Holder thereof, at the office of the Warrant Agent, together with an appropriate investment letter, if deemed reasonably necessary by counsel to the Company, to assure compliance with applicable securities laws. Thereupon, the Warrant Agent shall issue in the name or names specified by the Holder thereof and, in the event of a partial transfer, in the name of the Holder thereof, a new Warrant Certificate or Warrant Certificates evidencing the right to purchase such applicable number of Shares.
Appears in 1 contract
Samples: Warrant Agreement (Central European Media Enterprises LTD)
Subject to Applicable Securities Laws. No number of Private Unit Warrants Warrant shall be sold or transferred unless either such Private Unit Warrants Warrant first shall have been registered under the Securities Act or any applicable U.S. state or foreign securities law, or upon request by the Company, the Company or the Warrant Agent, as the case may be, first shall have been furnished with an Opinion opinion of Counsellegal counsel, reasonably satisfactory to the Company, as the case may be, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act and applicable U.S. state or foreign securities law and indicating whether the new Warrant Certificates must bear a restrictive legend or other legends contemplated by applicable lawslegend. Any transfer of any number of Private Unit Warrants a Warrant and the rights represented by the corresponding Warrant Certificate shall be effected by the surrender of such Warrant Certificate, along with the form of assignment attached to the Warrant Certificateas Exhibit D hereto, properly completed and executed by the Holder thereof, at the office of the Warrant Agent, together with an appropriate investment letter, if deemed reasonably necessary by counsel to the Company, to assure compliance with applicable securities laws. Thereupon, the Warrant Agent shall issue in the name or names specified by the Holder thereof and, in the event of a partial transfer, in the name of the Holder thereof, a new Warrant Certificate or Warrant Certificates evidencing the right to purchase such applicable number of Sharesshares of Class B Common Stock as shall be equal to the then applicable Number Issuable.
Appears in 1 contract
Subject to Applicable Securities Laws. No number amount of Private Unit Warrants the Initial Warrant shall be sold or transferred unless either such Private Unit Warrants Initial Warrant first shall have been registered under the Securities Act or any applicable U.S. state or foreign securities law, or upon request by the Company, the Company or the Warrant Agent, as the case may be, first shall have been furnished with an Opinion of Counsel, reasonably satisfactory to the Company, as the case may be, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act and applicable U.S. state or foreign securities law and indicating whether the new Warrant Certificates must bear a restrictive legend or other legends contemplated by applicable laws. Any transfer of any number amount of Private Unit Warrants the Initial Warrant and the rights represented by the corresponding Warrant Certificate shall be effected by the surrender of such Warrant Certificate, along with the form of assignment attached to the Warrant Certificate, properly completed and executed by the Holder thereof, at the office of the Warrant Agent, together with an appropriate investment letter, if deemed reasonably necessary by counsel to the Company, to assure compliance with applicable securities laws. Thereupon, the Warrant Agent shall issue in the name or names specified by the Holder thereof and, in the event of a partial transfer, in the name of the Holder thereof, a new Warrant Certificate or Warrant Certificates evidencing the right to purchase such applicable number of Shares.
Appears in 1 contract
Subject to Applicable Securities Laws. No number of Private Unit Term Warrants shall be sold or transferred unless either such Private Unit Term Warrants first shall have been registered under the Securities Act or any applicable U.S. state or foreign securities law, or upon request by the Company, the Company or the Warrant Agent, as the case may be, first shall have been furnished with an Opinion of Counsel, reasonably satisfactory to the Company, as the case may be, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act and applicable U.S. state or foreign securities law and indicating whether the new Warrant Certificates must bear a restrictive legend or other legends contemplated by applicable laws. Any transfer of any number of Private Unit Term Warrants and the rights represented by the corresponding Warrant Certificate shall be effected by the surrender of such Warrant Certificate, along with the form of assignment attached to the Warrant Certificate, properly completed and executed by the Holder thereof, at the office of the Warrant Agent, together with an appropriate investment letter, if deemed reasonably necessary by counsel to the Company, to assure compliance with applicable securities laws. Thereupon, the Warrant Agent shall issue in the name or names specified by the Holder thereof and, in the event of a partial transfer, in the name of the Holder thereof, a new Warrant Certificate or Warrant Certificates evidencing the right to purchase such applicable number of Shares.
Appears in 1 contract
Samples: Warrant Agreement (Central European Media Enterprises N.V.)