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

Transfer and Exchange of Global Warrants. (i) The transfer and exchange of the beneficial interests in Global Warrants shall be effected through the Depository, in accordance with this Agreement (including applicable restrictions on transfer set forth in this Agreement), the procedures of the Depository therefor and in accordance with Applicable Law. A transferor of a beneficial interest in a Global Warrant shall deliver to the Warrant Agent a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Warrant. The Warrant Agent shall, in accordance with such instructions, instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Warrant and to debit the account of the Person making the transfer of the beneficial interest in the Global Warrant being transferred. (ii) Notwithstanding any other provisions of this Agreement (other than the provisions set forth in Section 2.05), a beneficial interest in a Global Warrant may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (iii) In the event that a Global Warrant is exchanged and transferred for Warrants in definitive registered form pursuant to Section 2.05, such Warrants may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.04 and such other procedures as may from time to time be adopted by the Company as well as in accordance with Applicable Law.

Appears in 3 contracts

Samples: Warrant Agreement (Alion - BMH CORP), Warrant Agreement (Washington Consulting, Inc.), Warrant Agreement (Washington Consulting, Inc.)

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Transfer and Exchange of Global Warrants. (i) The transfer and exchange of the Global Warrants or beneficial interests in Global Warrants therein shall be effected through the Depositorybook-entry system maintained by Depositary, in accordance with this Agreement (including applicable restrictions on transfer set forth in this Agreement), and the procedures of the Depository therefor and in accordance with Applicable LawDepositary therefor. A transferor of a beneficial interest in a Global Warrant (or the relevant Agent Member on behalf of such transferor) shall deliver to the Warrant Agent a written order given in accordance with the DepositoryDepositary’s procedures containing information regarding the participant account of the Depository Agent Member to be credited with a beneficial interest in the Global Warrant. The Warrant Agent shall, in accordance with such instructions, instruct the Depository Depositary to credit to the account of the Person Agent Member specified in such instructions a beneficial interest in the Global Warrant and to debit the account of the Person Agent Member making the transfer of the beneficial interest in the Global Warrant being transferred. (ii) Notwithstanding any other provisions of this Agreement (other than the provisions set forth in Section 2.05), a beneficial interest in a Global Warrant may not only be transferred as a whole except whole, and not in part, and only by (i) the Depository Depositary to a nominee of the Depository or by Depositary, (ii) a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by (iii) the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor Depositoryits nominee. (iii) In the event that a Global Warrant is exchanged and transferred for Definitive Warrants in definitive registered form pursuant to Section 2.05, such Warrants may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.04 and the requirements of any Warrant Certificate and such other procedures as may from time to time be adopted by the Company as well as in accordance that are not inconsistent with Applicable Lawthe terms of this Agreement or of any Warrant Certificate.

Appears in 3 contracts

Samples: Warrant Agreement (Sears Holdings Corp), Warrant Agreement (Sears Holdings Corp), Warrant Agreement (J P Morgan Chase & Co)

Transfer and Exchange of Global Warrants. (i) The transfer and exchange of the Global Warrants or beneficial interests in Global Warrants therein shall be effected through the Depositorybook-entry system maintained by Depositary, in accordance with this Agreement (including applicable restrictions on transfer set forth in this Agreement), and the procedures of the Depository therefor and in accordance with Applicable LawDepositary therefor. A transferor of a beneficial interest in a Global Warrant (or the relevant Agent Member on behalf of such transferor) shall deliver to the Warrant Agent a written order given in accordance with the DepositoryDepositary’s procedures containing information regarding the participant account of the Depository Agent Member to be credited with a beneficial interest in the Global Warrant. The Warrant Agent shall, in accordance with such instructions, instruct the Depository Depositary to credit to the account of the Person Agent Member specified in such instructions a beneficial interest in the Global Warrant and to debit the account of the Person Agent Member making the transfer of the beneficial interest in the Global Unit Warrant being transferred. (ii) Notwithstanding any other provisions of this Agreement (other than the provisions set forth in Section 2.05), a beneficial interest in a Global Warrant may not only be transferred as a whole except whole, and not in part, and only by (i) the Depository Depositary to a nominee of the Depository or by Depositary, (ii) a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by (iii) the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor Depositoryits nominee. (iii) In the event that a Global Warrant is exchanged and transferred for Definitive Warrants in definitive registered form pursuant to Section 2.05, such Unit Warrants may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.04 and the requirements of any Warrant Certificate and such other procedures as may from time to time be adopted by the Company as well as in accordance that are not inconsistent with Applicable Lawthe terms of this Agreement or of any Warrant Certificate.

Appears in 2 contracts

Samples: Warrant Agreement (Central European Media Enterprises LTD), Warrant Agreement (Central European Media Enterprises N.V.)

Transfer and Exchange of Global Warrants. (i) The transfer and exchange of the beneficial interests in Global Warrants shall be effected through the Depository, in accordance with this Agreement (including applicable restrictions on transfer set forth in this Agreement), the procedures of the Depository therefor and in accordance with Applicable Law. A transferor of a beneficial interest in a Global Warrant shall deliver to the Warrant Agent a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Warrant. The Warrant Agent shall, in accordance with such instructions, instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Warrant and to debit the account of the Person making the transfer of the beneficial interest in the Global Warrant being transferred. (ii) Notwithstanding any other provisions of this Agreement (other than the provisions set forth in Section 2.05), a beneficial interest in a Global Warrant may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (iii) In the event that a Global Warrant is exchanged and transferred for Certificated Warrants in definitive registered form pursuant to Section 2.05, such Warrants may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.04 and such other procedures as may from time to time be adopted by the Company as well as in accordance with Applicable Law.

Appears in 1 contract

Samples: Warrant Agreement (Alion Science & Technology Corp)

Transfer and Exchange of Global Warrants. (i) The transfer and exchange of the Global Warrants or beneficial interests in Global Warrants therein shall be effected through the DepositoryDepositary, in accordance with this Agreement (including applicable restrictions on transfer set forth in this Agreement), herein) and the procedures of the Depository therefor and in accordance with Applicable LawDepositary therefor. A transferor of a beneficial interest in a Global Warrant shall deliver to the Warrant Agent a written order given in accordance with the Depository’s Depositary's procedures containing information regarding the participant account of the Depository Depositary to be credited with a beneficial interest in the Global Warrant. The Warrant Agent shall, in accordance with such instructions, instructions instruct the Depository Depositary to credit to the account of the Person specified in such instructions a beneficial interest in the Global Warrant and to debit the account of the Person making the transfer of the beneficial interest in the Global Warrant being transferred. (ii) Notwithstanding any other provisions of this Agreement (other than the provisions set forth in Section 2.05), a beneficial interest in a Global Warrant may not be transferred as a whole except by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (iii) In the event that a Global Warrant is exchanged and transferred for Warrants in definitive registered form pursuant to Section 2.052.05 or Section 2.08, prior to the effectiveness of a Warrant Shelf Registration Statement with respect to such Warrants, such Warrants may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.04 (including the certification requirements set forth on the reverse of the Warrants intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Company as well as in accordance with Applicable LawCompany.

Appears in 1 contract

Samples: Warrant Agreement (Intersil Corp)

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Transfer and Exchange of Global Warrants. (i) The transfer and exchange of the beneficial interests in Global Warrants shall be effected through the Depository, in accordance with this Agreement (including applicable restrictions on transfer set forth in this Agreement), the procedures of the Depository therefor and in accordance with Applicable Law. A transferor of a beneficial interest in a Global Warrant shall deliver to the Warrant Agent a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Warrant. The Warrant Agent shall, in accordance with such instructions, instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Warrant and to debit the account of the Person making the transfer of the beneficial interest in the Global Warrant being transferred. (ii) Notwithstanding any other provisions of this Agreement (other than the provisions set forth in Section 2.05), a beneficial interest in a Global Warrant may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (iii) In the event that a Global Warrant is exchanged and transferred for Certificated Warrants in definitive registered form pursuant to Section 2.05, such Warrants may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.04 and such other procedures as may from time to time be adopted by the Company as well as in accordance with Applicable Law.. (b)

Appears in 1 contract

Samples: Warrant Agreement (Alion Science & Technology Corp)

Transfer and Exchange of Global Warrants. (i) The transfer and exchange of the Global Warrants or beneficial interests in Global Warrants therein shall be effected through the Depository, in accordance with this Warrant Agreement (including applicable restrictions on transfer set forth in this Agreement), herein) and the procedures of the Depository therefor and in accordance with Applicable Lawtherefor. A transferor of a beneficial interest in a Global Warrant shall deliver to the Warrant Agent a written order signed by two Officers of the Company and given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Warrant. The Warrant Agent shall, in accordance with such instructions, instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Warrant and to debit the account of the Person making the transfer of the beneficial interest in the Global Warrant being transferred. (ii) Notwithstanding any other provisions of this Warrant Agreement (other than the provisions set forth in Section 2.05), a beneficial interest in a Global Warrant may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (iii) In the event that a Global Warrant is exchanged and transferred for Warrants in definitive registered form pursuant to Section 2.05, such Warrants may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.04 and such other procedures as may from time to time be adopted by the Company as well as in accordance with Applicable LawCompany.

Appears in 1 contract

Samples: Warrant Agreement (Mercer International Inc.)

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