Transfer and Exchange of Warrant Certificates. The Company, from time to time, shall register the transfer of any outstanding Warrant Certificates in the Warrant Register upon surrender at the principal office of the Company of Warrant Certificates accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the Warrantholder or the Warrantholder's attorney duly authorized in writing, and evidence, satisfactory to the Company, of compliance with the provisions of Section 6.04. Upon any such registration of transfer, a new Warrant Certificate shall be signed by the Company and issued to the transferee and the surrendered Warrant Certificate shall be canceled by the Company. Warrant Certificates may be exchanged at the option of the holder thereof, upon surrender, properly endorsed, at the principal office of the Company, with written instructions, for other Warrant Certificates signed by the Company entitling the registered holder thereof, subject to the provisions thereof and of this Agreement, to purchase in the aggregate a like number of shares of Common Stock as the Warrant Certificate so surrendered. The Company may require the payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such exchange or transfer.
Transfer and Exchange of Warrant Certificates. (a) Warrant Certificates evidencing Restricted Securities and only such Warrant Certificates will bear a legend in substantially the following form: NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
(b) Neither the Warrant Certificates nor the Warrants represented thereby may be transferred to any person other than an officer, director or employee of the initial Holder.
(c) Prior to or concurrently with the transfer or exchange of any Warrant Shares (other than pursuant to an effective registration statement under the Securities Act), the transferor of such Warrant Shares shall, upon request of the Company, deliver to the Company an opinion of counsel, in substance reasonably satisfactory to the Company, to the effect that such Warrant Shares to be issued upon such transfer or exchange will be issued in compliance with applicable Securities laws and/or may be so issued without the foregoing legend. Notwithstanding the foregoing, it shall be understood that no opinion of counsel shall be required for transfers to officers, directors or employees of the initial Holder.
(d) No Restricted Security shall be transferred, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act and any applicable state securities laws).
(e) Subject to paragraph (a) and (b) above, the Company shall register the transfer of all or any whole number of Warrants covered by any outstanding Warrant Certificate upon surrender to the Company of Warrant Certificates accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the Warrant holder or his attorney duly authorized in writing. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee and the Company shall promptly cancel the surrendered Warrant Certificate. Warrant Certificates may be exchanged at the option of the holder the...
Transfer and Exchange of Warrant Certificates. When Warrant Certificates are presented to the Warrant Agent with a request: (i) to register the transfer of the Warrant Certificates; or (ii) to exchange such Warrant Certificates for an equal number of Warrant Certificates of other authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested if the requirements under this Agreement as set forth in this Section 2.3 for such transactions are met; provided, however, that the Warrant Certificates presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in the form of Exhibit B hereto and satisfactory to the Company, duly executed by the Holder thereof or by his attorney, duly authorized in writing, accompanied by a signature guarantee and such other documentation as the Warrant Agent may reasonably request.
Transfer and Exchange of Warrant Certificates. SECTION 6.1. WARRANT REGISTER;
Transfer and Exchange of Warrant Certificates. When Warrant Certificates are presented to the Company with a request to register the transfer of such Warrant Certificates or to exchange such Warrant Certificates for an equal number of Warrant Certificates of other authorized denominations, the Company shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; PROVIDED, HOWEVER, that the Warrant Certificates surrendered for transfer or exchange:
(i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(ii) in the case of Warrant Certificates that are Transfer Restricted Securities, shall be accompanied by the following additional information and documents:
(1) a certificate from such Holder in substantially the form of Exhibit B hereto certifying that:
Transfer and Exchange of Warrant Certificates. Section 2.5 Lost, Stolen, Mutilated or Destroyed Warrant Certificates. . . . . . . . . . . . . . . . . . . 6
Transfer and Exchange of Warrant Certificates. The Warrant Agent shall cause to be kept at the principal office of the Warrant Agent a register (the "WARRANT REGISTER") in which, subject to such reasonable regulations as the Company may prescribe, provisions shall be made for the registration of transfers and exchanges of Warrants and Warrant Certificates. Upon surrender for transfer or exchange of any Warrant Certificates, properly endorsed, to the Warrant Agent, the Warrant Agent at the Company's expense will issue and deliver to or upon the order of the holder thereof a new Warrant Certificate or Warrant Certificates of like tenor, in the name of such holder or as such holder (upon payment by such holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of common stock called for on the face of the Warrant Certificate so surrendered. Any Warrant Certificate surrendered for transfer or exchange shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Company. For clarity, neither the Company nor the Warrant Agent shall be obligated to recognize any purported transferee of a Warrant as the holder of the same unless such transferee shall have received a Warrant Certificate, and paid the processing fees therefor.
Transfer and Exchange of Warrant Certificates. When Warrant --------------------------------------------- Certificates are presented to the Warrant Agent with a request to register the transfer of the Warrant Certificates, the Warrant Agent shall register the transfer as requested if the requirements under this Agreement as set forth in this Section 5.02 for such transaction are met; provided that the Warrant Certificates presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Warrant Agent, duly executed by the Holder or his attorney duly authorized in writing.
Transfer and Exchange of Warrant Certificates. The Warrant --------------------------------------------- Agent, from time to time, shall register the transfer of any outstanding Warrant Certificates in the Warrant Register upon surrender at the office or agency maintained in The City of New York for such purpose or at the principal office of the Warrant Agent (or successor Warrant Agent) of Warrant Certificates accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company and the Warrant Agent, duly executed by the holder of the Warrant Certificate (the terms "Warrantholder" and "holder of any Warrants" and all other similar terms used herein shall mean such person in whose name Warrants are registered in the Warrant Register) or the Warrantholder's attorney duly authorized in writing, and evidence, satisfactory to the Warrant Agent, of compliance with the provisions of Section 6.04. Upon any such registration of transfer, a new Warrant Certificate shall be countersigned by the Warrant Agent and issued to the transferee and the surrendered Warrant Certificate shall be canceled by the Warrant Agent. Warrant Certificates may be exchanged at the option of the holder thereof, upon surrender, properly endorsed, at the office or agency maintained in The City of New York for such purpose or at the principal office of the Warrant Agent (or successor Warrant Agent), with written instructions, for other Warrant Certificates countersigned by the Warrant Agent entitling the registered holder thereof, subject to the provisions thereof and of this Agreement, to purchase in the aggregate a like number of Common Shares as the Warrant Certificate so surrendered. The Company or the Warrant Agent may require the payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such exchange or transfer.
Transfer and Exchange of Warrant Certificates. The Warrant Agent, from time to time, shall register the transfer in whole or in part of any outstanding Warrant Certificates in the Warrant Register upon surrender at the Warrant Agent's Office of Warrant Certificates accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company and the Warrant Agent, duly executed by the registered warrantholder or his attorney duly authorized in writing. Upon any such registration of transfer, a new Warrant Certificate shall be countersigned by the Warrant Agent and issued to the transferee and the surrendered Warrant Certificate shall promptly be canceled by the Warrant Agent. Warrant Certificates may be exchanged at the option of the holder thereof, upon surrender, properly endorsed at the Warrant Agent's Office, with written instructions, for other Warrant Certificates countersigned by the Warrant Agent representing in the aggregate a like number of Warrants. The Company or the Warrant Agent may require the payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such exchange or transfer.
