Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided. At the option of the Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant Agent, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when a Warrant Certificate shall have been so endorsed, the Holder thereof shall be treated by the Company, the Warrant Agent and all other Persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company maintained by the Warrant Agent. No such transfer shall be registered until the Warrant Agent has been supplied with the aforementioned instruments of transfer and any other such documentation as the Warrant Agent may reasonably require.
Appears in 3 contracts
Samples: Cornerstone Investment Agreement (General Growth Properties Inc), Stock Purchase Agreement (General Growth Properties Inc), Stock Purchase Agreement (General Growth Properties Inc)
Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent keep a register at its office in which, subject to such reasonable regulations as it may prescribe, the Company it shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided. At the option of the Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, execute the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant Agent, Company and duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, any Any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when a Warrant Certificate shall have been so endorsed, the Holder thereof shall may be treated by the Company, the Warrant Agent Company and all other Persons persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company maintained by Company, any notice to the Warrant Agent. No contrary notwithstanding; but until such transfer shall be on such register, the Company may treat the registered until the Warrant Agent has been supplied with the aforementioned instruments of transfer and any other such documentation Holder thereof as the Warrant Agent may reasonably requireowner for all purposes.
Appears in 3 contracts
Samples: Common Stock Warrant Acquisition Agreement (Lee Thomas H Equity Fund Iii L P), Common Stock Warrant Acquisition Agreement (Donaldson Lufkin & Jenrette Inc /Ny/), Common Stock Warrant Acquisition Agreement (Merrill Lynch Kecalp L P 1997)
Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided. At the option of the Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant Agent, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, any Any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when a Warrant Certificate shall have been so endorsed, the Holder thereof shall may be treated by the Company, the Warrant Agent and all other Persons persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company maintained by the Warrant Agent, any notice to the contrary notwithstanding; but until such transfer on such register, the Company and the Warrant Agent shall treat the registered Holder thereof as the owner for all purposes. No such transfer shall be registered until the Warrant Agent has been supplied with the aforementioned instruments of transfer and any other such documentation as the Warrant warrant Agent may reasonably require.
Appears in 2 contracts
Samples: Warrant and Registration Rights Agreement (Borders Group Inc), Warrant and Registration Rights Agreement (Pershing Square Capital Management, L.P.)
Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided. At the option of the Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, any Any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when a Warrant Certificate shall have been so endorsed, the Holder thereof shall may be treated by the Company, the Warrant Agent and all other Persons persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company maintained by the Warrant Agent. No , any notice to the contrary notwithstanding; but until such transfer shall be registered until on such register, the Warrant Agent has been supplied with the aforementioned instruments of transfer Company and any other such documentation as the Warrant Agent may reasonably requiretreat the registered Holder thereof as the owner for all purposes.
Appears in 2 contracts
Samples: Warrant Agreement (Warp Technology Holdings Inc), Warrant Agreement (PHP Healthcare Corp)
Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates by the Warrant Agent as herein provided. At the option of the HolderHolder thereof, Warrant Certificates may be exchanged at such office, and office upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to required of a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, any Any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when a negotiable. The holder of any Warrant Certificate shall have been so endorsed, the Holder thereof shall duly endorsed in blank may be treated by the Company, the Warrant Agent and all other Persons persons dealing therewith as the absolute owner thereof for any purpose and as the Person person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company maintained by the Warrant Agent. No , any notice to the contrary notwithstanding; but until such transfer shall be registered until on such register, the Warrant Agent has been supplied with the aforementioned instruments of transfer Company and any other such documentation as the Warrant Agent may reasonably requiretreat the Holder thereof as the owner for all purposes.
Appears in 2 contracts
Samples: Warrant Agreement (Oracle Corp /De/), Warrant Agreement (Oracle Corp /De/)
Transfer Books. The Warrant Agent will maintain an office (the "Corporate Agency Office") in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, on the date hereof. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a warrant register (the "Warrant Register") in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided. At Subject to Section 2.4, upon surrender for registration of transfer of any Warrant Certificate at the Corporate Agency Office, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. Subject to Section 2.4, (i) at the option of the Holder, Warrant Certificates may be exchanged at such office, and the office of the Warrant Agent upon payment of the charges hereinafter provided. Whenever provided for other Warrant Certificates evidencing a like aggregate number of Warrants and (ii) whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Subject to Section 2.4, every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made The Warrant Agent shall, upon request of the Company from time to a Holder for any registration time, deliver to the Company such reports of transfer or exchange registered ownership of the Warrants and such records of transactions with respect to the Warrants and the Warrant CertificatesShares as the Company may request. The Warrant Agent shall also make available to the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when a Warrant Certificate shall have been so endorsed, the Holder thereof shall be treated for inspection by the Company's agents or employees, the Warrant Agent and all other Persons dealing therewith from time to time as the absolute owner thereof for any purpose Company may request, such original books of accounts and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company records maintained by the Warrant AgentAgent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during normal business hours. No such transfer The Warrant Agent shall be registered until keep copies of this Agreement and any notices given to Holders hereunder available for inspection by the Holders (or any holders of Unit Certificates) during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent has been supplied from time to time with the aforementioned instruments such numbers of transfer and any other such documentation copies of this Agreement as the Warrant Agent may reasonably requirerequest.
Appears in 2 contracts
Samples: Warrant Agreement (Gothic Energy Corp), Warrant Agreement (Gothic Energy Corp)
Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein providedprovided (the “Warrant Register”). At the option of the Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign countersign, by manual or facsimile signature, and deliver, the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. Subject to compliance with The Warrant Agent shall have no duty under this Section or any restrictions on transfer under applicable law Section of this Agreement requiring the payment of taxes and this other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agreement, any Warrant Certificate when duly endorsed in blank Agent shall be deemed negotiable satisfied if it receives a certificate from the Company stating that all required taxes and when a Warrant Certificate shall governmental charges have been so endorsed, the Holder thereof shall be treated by the Company, the Warrant Agent and all other Persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company maintained by the Warrant Agent. No such transfer shall be registered until the Warrant Agent has been supplied with the aforementioned instruments of transfer and any other such documentation as the Warrant Agent may reasonably requirepaid.
Appears in 1 contract
Samples: Warrant and Registration Rights Agreement (General Growth Properties Inc)
Transfer Books. The Warrant Agent will maintain an office (the "CORPORATE AGENCY Office") in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is on the date hereof. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a warrant register (the "WARRANT REGISTER") in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided. Upon surrender for registration of transfer of any Warrant Certificate at the Corporate Agency Office, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. At the option of the Holder, Warrant Certificates may be exchanged at such office, and the office of the Warrant Agent upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The ; PROVIDED, HOWEVER, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. Subject The Warrant Agent shall, upon request of the Company from time to compliance time, deliver to the Company such reports of registered ownership of the Warrants and such records of transactions with any restrictions on transfer under applicable law respect to the Warrants and this the shares of Common Stock as the Company may request. The Warrant Agreement, any Warrant Certificate when duly endorsed in blank Agent shall be deemed negotiable and when a Warrant Certificate shall have been so endorsed, also make available to the Holder thereof shall be treated Company for inspection by the Company's agents or employees, the Warrant Agent and all other Persons dealing therewith from time to time as the absolute owner thereof for any purpose Company may request, such original books of accounts and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company records maintained by the Warrant AgentAgent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during normal business hours. No such transfer The Warrant Agent shall be registered until keep copies of this Agreement and any notices given to Holders hereunder available for inspection by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent has been supplied from time to time with the aforementioned instruments such numbers of transfer and any other such documentation copies of this Agreement as the Warrant Agent Agency may reasonably requirerequest.
Appears in 1 contract
Samples: Warrant Agreement (Metals Usa Inc)
Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein providedprovided (the “Warrant Register”). At the option of the Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign countersign, by manual or facsimile signature, and deliver, the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when a Warrant Certificate shall have been so endorsed, the Holder thereof shall be treated by the Company, the Warrant Agent and all other Persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company maintained by the Warrant Agent. No such transfer shall be registered until the Warrant Agent has been supplied with the aforementioned instruments of transfer and any other such documentation as the Warrant Agent may reasonably require.
Appears in 1 contract
Samples: Warrant and Registration Rights Agreement (General Growth Properties Inc)
Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided. At the option of the Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, any Any Warrant Certificate when duly endorsed in blank shall be deemed negotiable negotiable, and when a Warrant Certificate shall have been so endorsed, the Holder thereof shall may be treated by the Company, the Warrant Agent and all other Persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company maintained by the Warrant Agent. No , any notice to the contrary notwithstanding; but until such transfer shall be registered until on such register, the Warrant Agent has been supplied with the aforementioned instruments of transfer Company and any other such documentation as the Warrant Agent may reasonably requiretreat the registered Holder thereof as the owner for all purposes.
Appears in 1 contract
Samples: Warrant Agreement (Motient Corp)
Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided. Such register may be maintained by the Company or any other person selected by the Company at any of the Company's offices or at such other location as the Company may determine. At the option of the Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, execute and the Warrant Agent shall countersign and deliver, deliver the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant AgentCompany, duly executed by the Holder thereof or his attorney duly authorized in writing. Before any disposition is made of any Warrant, or any part thereof, by sale, gift, pledge or otherwise, the Holder thereof shall deliver to the Company written notice describing briefly the manner of such proposed disposition. No such disposition shall be made unless and until (i) the Holder shall have furnished to the Company an opinion of counsel in form and substance satisfactory to the Company to the effect that such proposed disposition does not require registration pursuant to the Securities Act of 1933, as amended, and the Company shall have advised the holder in writing that such opinion of counsel is satisfactory to the Company, or (ii) an appropriate registration statement with respect to the Warrants shall have been declared effective by the SEC. Any attempted transfer of any Warrants without compliance with the foregoing requirement shall be null and void. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, any Any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when a Warrant Certificate shall have been so endorsed, the Holder thereof shall may be treated by the Company, the Warrant Agent Company and all other Persons persons dealing therewith as the absolute owner thereof for any purpose and as the Person person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company maintained by Company, any notice to the Warrant Agent. No contrary notwithstanding; but until such transfer shall be on such register, the Company may treat the registered until the Warrant Agent has been supplied with the aforementioned instruments of transfer and any other such documentation Holder thereof as the Warrant Agent may reasonably requireowner for all purposes.
Appears in 1 contract
Samples: Credit Agreement (Genicom Corp)
Transfer Books. The Warrant Agent will maintain an office (the "Corporate Agency Office") in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is 40 Wxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtention: Michxxx Xxxxxxxxx, xx the date hereof. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a warrant register (the "Warrant Register") in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided. At Subject to Section 2.4, upon surrender for registration of transfer of any Warrant Certificate at the Corporate Agency Office, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. Subject to Section 2.4, (i) at the option of the Holder, Warrant Certificates may be exchanged at such office, and the office of the Warrant Agent upon payment of the charges hereinafter provided. Whenever provided for other Warrant Certificates evidencing a like aggregate number of Warrants and (ii) whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Subject to Section 2.4, every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made The Warrant Agent shall, upon request of the Company from time to a Holder for any registration time, deliver to the Company such reports of transfer or exchange registered ownership of the Warrants and such records of transactions with respect to the Warrants and the Warrant CertificatesShares as the Company may request. The Warrant Agent shall also make available to the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when a Warrant Certificate shall have been so endorsed, the Holder thereof shall be treated for inspection by the Company's agents or employees, the Warrant Agent and all other Persons dealing therewith from time to time as the absolute owner thereof for any purpose Company may request, such original books of accounts and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company records maintained by the Warrant AgentAgent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during normal business hours. No such transfer The Warrant Agent shall be registered until keep copies of this Agreement and any notices given to Holders hereunder available for inspection by the Holders (or any holders of Unit Certificates) during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent has been supplied from time to time with the aforementioned instruments such numbers of transfer and any other such documentation copies of this Agreement as the Warrant Agent may reasonably requirerequest.
Appears in 1 contract
Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided. At the option of the Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, execute and the Warrant Agent shall countersign and deliver, deliver the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant AgentCompany, duly executed by the Holder thereof or his attorney duly authorized in writing. Before any disposition is made of any Warrant, or any part thereof, by sale, gift, pledge or otherwise, the Holder thereof shall deliver to the Company written notice describing briefly the manner of such proposed disposition. No such disposition shall be made unless and until (i) the Holder shall have furnished to the Company an opinion of counsel in form and substance satisfactory to the Company to the effect that such proposed disposition does not require registration pursuant to the Securities Act of 1933, as amended, and the Company shall have advised the holder in writing that such opinion of counsel is satisfactory to the Company, or (ii) an appropriate registration statement with respect to the Warrants shall have been declared effective by the SEC. Any attempted transfer of any Warrants without compliance with the foregoing requirement shall be null and void. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, any Any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when a Warrant Certificate shall have been so endorsed, the Holder thereof shall may be treated by the Company, the Warrant Agent Company and all other Persons persons dealing therewith as the absolute owner thereof for any purpose and as the Person person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company maintained by Company, any notice to the Warrant Agent. No contrary notwithstanding; but until such transfer shall be on such register, the Company may treat the registered until the Warrant Agent has been supplied with the aforementioned instruments of transfer and any other such documentation Holder thereof as the Warrant Agent may reasonably requireowner for all purposes.
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Transfer Books. The Warrant Agent will maintain an office (the "Corporate Agency Office") in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is 40 Wxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtention: Michxxx Xxxxxxxxx, xx the date hereof. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a warrant register (the "Warrant Register") in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided. At Subject to Section 2.4, upon surrender for registration of transfer of any Warrant Certificate at the Corporate Agency Office, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. Subject to Section 2.4, (i) at the option of the Holder, Warrant Certificates may be exchanged at such office, and the office of the Warrant Agent upon payment of the charges hereinafter provided. Whenever provided for other Warrant Certificates evidencing a like aggregate number of Warrants and (ii) whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Subject to Section 2.4, every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agreement, any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when a Warrant Certificate shall have been so endorsed, the Holder thereof shall be treated by the Company, the Warrant Agent and all other Persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented therebyshall, or to the transfer thereof on the register upon request of the Company maintained by the Warrant Agent. No such transfer shall be registered until the Warrant Agent has been supplied with the aforementioned instruments of transfer and any other such documentation as the Warrant Agent may reasonably require.from time to time, deliver to the
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