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

Transfer and Exchange of Definitive Warrants. When Definitive Warrant Certificates are presented to the Warrant Agent with a written request: (i) to register the transfer of the Definitive Warrant Certificates; or (ii) to exchange such Definitive Warrant Certificates for an equal number of Definitive Warrants of other authorized denominations, the Warrant Agent will register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Warrant Certificates presented or surrendered for registration of transfer or exchange: (A) will be duly endorsed or accompanied by a written instruction of transfer in the form required by the Warrant Agent Agreement or satisfactory to the Warrant Agent, duly executed by the Holder thereof or by his attorney, duly authorized in writing; and (B) upon the request of the Company, such request will be accompanied by evidence, including an opinion of counsel if requested, reasonably satisfactory to the Company (and its counsel) that either: (1) the Warrant is being delivered to the Warrant Agent by a Holder for registration in the name of such Holder, without transfer; or (2) the Warrant is being transferred in reliance on an exemption from the registration requirements of the Securities Act.