Common use of Transfer and Exchange of Definitive Warrants Clause in Contracts

Transfer and Exchange of Definitive Warrants. When Definitive Warrants are presented to the Warrant Agent with a request: (i) to register the transfer of the Definitive Warrants; or (ii) to exchange such Definitive Warrants for an equal number of Definitive Warrants of other authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Warrants presented or surrendered for registration of transfer or exchange: (x) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Warrant Agent, duly executed by the Holder thereof or by his attorney, duly authorized in writing; and (y) in the case of Registrable Securities, such request shall be accompanied by the following additional information and documents, as applicable: (i) if such Registrable Security is being delivered to the Warrant Agent by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form of Exhibit B hereto); (ii) if such Registrable Security is being transferred (1) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act (and based on an opinion of counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect (in substantially the form of Exhibit B hereto); (iii) if such Registrable Security is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (and based on an opinion of counsel if the Company so requests), a certification to that effect (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee; (iv) if such Registrable Security is being transferred pursuant to an exemption from registration in accordance with Rule 904 under the Securities Act (and based on an opinion of counsel if the Company so requests), a certification to that effect (in substantially the form of Exhibit B hereto); or

Transfer and Exchange of Definitive Warrants. When Definitive Warrants are presented to the Warrant Agent with a request: : (ia) to register the transfer of the Definitive Warrants; or or (iib) to exchange such Definitive Warrants for an equal number of Definitive Warrants of other authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested if its the following requirements for such transactions are met; provided, however, that : (x) the Definitive Warrants presented or surrendered for registration of transfer or exchange: (x) exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Warrant Agent, duly executed by the Holder thereof or by his attorney, duly authorized in writing; and and (y) in the case of Registrable Securities, such request shall be accompanied by the following additional information and documentsdocuments (all of which may be submitted by facsimile), as applicable: : (i) if such Registrable Security is being delivered to the Warrant Agent by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form of Exhibit B hereto); ; (ii) if such Registrable Security is being transferred (1) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act144A) in accordance with Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act (and based on an opinion of counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect (in substantially the form of Exhibit B hereto); ; (iii) if such Registrable Security is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (and based on an opinion of counsel if the Company so requests), a certification to that effect (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee; (iv) if such Registrable Security is being transferred pursuant to an exemption from registration in accordance with Rule 904 under the Securities Act, a certification to that effect (in substantially the form of Exhibit B hereto); or (iv) if such Registrable Security is being transferred in reliance on another exemption from the registration requirements of the Securities Act (and based on an opinion of counsel if the Company or the Warrant Agent so requests), a certification to that effect (in substantially the form of Exhibit B hereto); or.

Transfer and Exchange of Definitive Warrants. When Definitive Warrants are presented to the Warrant Agent Registrar with a request: : (i) to register the transfer of the such Definitive Warrants; or Warrants or (ii) to exchange such Definitive Warrants for an equal number amount of Definitive Warrants of other authorized denominations, the Warrant Agent Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transactions transaction are met; provided, however, that the Definitive Warrants presented or surrendered for registration of transfer or exchange: : (xi) shall be duly endorsed or accompanied by a written instruction instrument substantially in the form of transfer in form satisfactory Annex B attached to the Warrant AgentCertificate, duly executed by the Holder thereof or by his attorney, attorney duly authorized in writing; and and (yii) in the case of Registrable SecuritiesDefinitive Warrants which are Transfer Restricted Warrants, such request shall be are accompanied by the following additional information and documents, as applicable: : (iA) if such Registrable Security is Definitive Warrants are being delivered to the Warrant Agent Registrar by a Holder to exchange such Definitive Warrants for an equal amount of Definitive Warrants of other authorized denominations for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (effect, substantially in substantially the form of Exhibit B hereto); Annex C attached to the Warrant Certificate; (iiB) if such Registrable Security is Definitive Warrants are being transferred to the Corporation, a certification to that effect, substantially in the form of Annex C attached to the Warrant Certificate; or (1C) if such Definitive Warrants are being transferred pursuant to a "qualified institutional buyer" (as defined in Rule 144A i) an effective registration statement under the Securities Act, (ii) in accordance with Rule 144A under inside the Securities Act United States to a QIB, or (2iii) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act (and based on an opinion of counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect (in substantially the form of Exhibit B hereto); (iii) if such Registrable Security is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) Regulation S or (7) under the Securities Act pursuant to a private placement any other exemption from the registration requirements of the Securities Act Act, (and based on an opinion of counsel if the Company so requests), w) a certification to that effect (substantially in substantially the form of Exhibit B heretoAnnex C attached to the Warrant Certificate, (x) and if the Corporation so requests, an Opinion of Counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.5(e)(i), (y) in the case of a certification transfer to a QIB, a signed letter from the applicable transferee; (iv) if such Registrable Security is being transferred pursuant to an exemption from registration transferee substantially in accordance with Rule 904 under the Securities Act (and based on an opinion of counsel if the Company so requests), a certification to that effect (in substantially the form of Exhibit B hereto); orAnnex D attached to the Warrant Certificate, and (z) in the case of a transfer to an IAI, a signed letter from the transferee substantially in the form of Annex E attached to the Warrant Certificate.

Transfer and Exchange of Definitive Warrants. When Definitive Warrants are presented to the Warrant Agent Registrar with a request: : (i) to register the transfer of the such Definitive Warrants; or Warrants or (ii) to exchange such Definitive Warrants for an equal number amount of Definitive Warrants of other authorized denominations, the Warrant Agent Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transactions transaction are met; provided, however, that the Definitive Warrants presented or surrendered for registration of transfer or exchange: : (xi) shall be duly endorsed or accompanied by a written instruction instrument substantially in the form of transfer in form satisfactory ANNEX B attached to the Warrant AgentCertificate, duly executed by the Holder thereof or by his attorney, attorney duly authorized in writing; and and (yii) in the case of Registrable SecuritiesDefinitive Warrants which are Transfer Restricted Warrants, such request shall be are accompanied by the following additional information and documents, as applicable: : (iA) if such Registrable Security is Definitive Warrants are being delivered to the Warrant Agent Registrar by a Holder to exchange such Definitive Warrants for an equal amount of Definitive Warrants of other authorized denominations for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (effect, substantially in substantially the form of Exhibit B hereto); ANNEX C attached to the Warrant Certificate; (iiB) if such Registrable Security is Definitive Warrants are being transferred to the Corporation, a certification to that effect, substantially in the form of ANNEX C attached to the Warrant Certificate; or (1C) if such Definitive Warrants are being transferred pursuant to a "qualified institutional buyer" (as defined in Rule 144A i) an effective registration statement under the Securities Act, (ii) in accordance with Rule 144A under inside the Securities Act United States to a QIB, or (2iii) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act (and based on an opinion of counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect (in substantially the form of Exhibit B hereto); (iii) if such Registrable Security is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) Regulation S or (7) under the Securities Act pursuant to a private placement any other exemption from the registration requirements of the Securities Act Act, (and based on an opinion of counsel if the Company so requests), w) a certification to that effect (substantially in substantially the form of Exhibit B heretoANNEX C attached to the Warrant Certificate, (x) and if the Corporation so requests, an Opinion of Counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.5(e)(i), (y) in the case of a certification transfer to a QIB, a signed letter from the applicable transferee; (iv) if such Registrable Security is being transferred pursuant to an exemption from registration transferee substantially in accordance with Rule 904 under the Securities Act (and based on an opinion of counsel if the Company so requests), a certification to that effect (in substantially the form of Exhibit B hereto); orANNEX D attached to the Warrant Certificate, and (z) in the case of a transfer to an IAI, a signed letter from the transferee substantially in the form of ANNEX E attached to the Warrant Certificate.

Transfer and Exchange of Definitive Warrants. When Definitive Warrants are presented to the Warrant Agent with a request: : (i) to register the transfer of the Definitive Warrants; or (ii) to exchange such Definitive Warrants for an equal number of Definitive Warrants of other authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested if its requirements for such transactions under this Agreement are met; provided, however, that the Definitive Warrants presented or surrendered for registration of transfer or exchange: : (x) shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the Warrant Agent, duly executed by the Holder thereof or by his such Holder's attorney, duly authorized in writing; and and (y) in the case of Registrable SecuritiesWarrants (the "Restricted Warrants") that constitute Restricted Securities (as such term is defined in Rule 144(a)(3) of the Securities Act of 1933, as amended (the "Securities Act")), such request Warrants shall be accompanied accompanied, in the sole discretion of the Company, by the following additional information and documents, as applicable: ; it being understood, however, that the Warrant Agent need not determine whether any Warrants are Restricted Warrants and, if so, which clause (iA) through (C) below is applicable: (A) if such Registrable Security Restricted Warrant is being delivered to the Warrant Agent by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder holder to that effect (in substantially the form of Exhibit B hereto); or (iiB) if such Registrable Security Restricted Warrant is being transferred (1) to a "qualified institutional buyer" buyer (as defined in Rule 144A under the Securities Act, a "QIB") in accordance with Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act (and based on an opinion of counsel if or Regulation S under the Company so requests) Securities Act or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect (in substantially the form of Exhibit B hereto)) and, with respect to transfers pursuant to Rule 144 or Regulation S, an opinion of counsel reasonably acceptable to the Company and the Warrant Agent to the effect that such transfer does not require registration under the Securities Act; or (iiiC) if such Registrable Security Restricted Warrant is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement in reliance on another exemption from the registration requirements of the Securities Act (and based on an opinion of counsel if the Company so requests)Act, a certification to that effect (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee; (iv) if such Registrable Security is being transferred pursuant to an exemption from registration in accordance with Rule 904 under the Securities Act (and based on an opinion of counsel if reasonably acceptable to the Company so requests), a certification and to the Warrant Agent to the effect that effect (in substantially such transfer does not require registration under the form of Exhibit B hereto); orSecurities Act.

Transfer and Exchange of Definitive Warrants. When Definitive Warrants are presented to the Warrant Agent with a request: : (i) to register the transfer of the Definitive Warrants; or or (ii) to exchange such Definitive Warrants for an equal number of Definitive Warrants of other authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, provided that the Definitive Warrants presented or surrendered for registration of transfer or exchange: (x) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Warrant Agent, duly executed by the Holder thereof or by his attorney, duly authorized in writing; and : (y) in the case of Registrable Securities, such request shall be accompanied by the following additional information and documents, as applicable: : (iA) if such Registrable Security is being delivered to the Warrant Agent by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form of Exhibit B hereto); ; (iiB) if such Registrable Security is being transferred (1) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act Act, or (2) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act (and based on an opinion of counsel if the Company so requests) ), or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect (in substantially the form of Exhibit B hereto); ; (iiiC) if such Registrable Security is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (and based on an opinion of counsel if the Company so requests), a certification to that effect (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee; transferee in form and substance reasonably satisfactory to the Company; (ivD) if such Registrable Security beneficial interest is being transferred pursuant to an exemption from registration in accordance with Rule 904 under the Securities Act (and based on an opinion of counsel if the Company so requests), a certification to that effect (in substantially the form of Exhibit B), provided that no Warrants represented by the Reg S Global Warrant may be exchanged for Definitive Warrants until expiration of the applicable restricted period under Reg S of the Securities Act; or (E) if such Registrable Security is being transferred in reliance on another exemption from the registration requirements of the Securities Act (and based on an opinion of counsel if the Company so requests), a certification to that effect (in substantially the form of Exhibit B hereto); or.