Transfers of Warrants. (i) Without the prior written consent of the Company, the Purchaser may not dispose of or transfer any Warrants now or hereafter owned, whether by sale, assignment, gift, pledge, encumbrance or otherwise, except (A) to a Subsidiary of the Purchaser or to any entity of which the Purchaser is, directly or indirectly, a Subsidiary (provided that such transferee agrees to be bound by the transfer restrictions contained herein), (B) in connection with the exercise of a Warrant in accordance with the provisions of the Agreement and (C) in connection with the exercise in accordance with Section 5(a)(ii) of a put of a Warrant to the Company after the occurrence of a Change of Control.
(ii) Upon a Change of Control, each of the Purchaser and any other Holders to which the Warrants were transferred in accordance with Section 5(a) hereof shall individually have the right (the "Put Right") to require the Company to purchase all (but not less than all) of the Warrants owned by the Purchaser and each such Holder. The Company shall notify each Holder in writing, as promptly as practicable, but in any event within three Business Days, after a Change in Control. The Put Right may be exercised by the Purchaser and any Holder by delivering a written notice, which notice shall be irrevocable (the "Put Exercise Notice"), to the Company within 90 days after any Change of Control. The purchase price for each Warrant purchased by the Company upon exercise of the Put Right shall equal the Fair Market Value per Share as of the date of the Change of Control minus the Exercise Price of such Warrant (the "Put Price"). The purchase and sale of the Warrants upon exercise of the Put Rights shall be consummated at a closing (the "Put Closing") that shall occur not later than 15 days following the Put Exercise Notice. At the Put Closing, the Purchaser and the Holders seeking to exercise the Put Rights set forth herein shall surrender to the Company the Warrant Certificates evidencing their Warrants. In exchange therefor, (A) if the Put Price for the Warrants evidenced
by a Warrant Certificate is greater than zero, the Company shall issue to the Holder of such Warrants Common Stock in an amount, calculated based on the Fair Market Value per Share of such Common Stock at the time of Change of Control, equal to the Put Price for such Warrants multiplied by the number of Warrants evidenced by such Warrant Certificate and (B) if the Put Price for the Warrants evidenced by a Warrant Certificate ...
Transfers of Warrants. Section 5.6 of the Existing Warrant Agreement is hereby deleted and replaced with the following: “[INTENTIONALLY OMITTED]”.
Transfers of Warrants. 4 (a) Prior to the Separation of Warrants and Senior Notes; Separation of Warrants and Senior Notes ............................................. 4 (b) Private Placement Legend ................................. 5 (c)
Transfers of Warrants. Warrants may be transferred or assigned only to TWI or wholly owned subsidiaries of TWI. If any Holder ceases to be so wholly owned, it shall promptly transfer its Warrants to TWI or another eligible Holder. If the proposed transferee of Warrants is not a party to the Stockholders Agreement, transfer of such Warrants shall be conditioned upon execution and delivery by such transferee of the Stockholders Agreement.
Transfers of Warrants. The Warrants shall be transferable only on the Warrant Register upon surrender thereof accompanied by a written instrument for transfer in the form of the assignment appearing on the form of Warrant Certificate attached hereto as Exhibit A, duly executed by the Holder or by his duly authorized attorney or representative. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited and remain with the Warrant Agent. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Warrant Agent in its discretion. Upon any registration of transfer, the Warrant Agent shall countersign and deliver a new Warrant or Warrants to the persons entitled thereto. The Holder of such Warrants shall pay any transfer taxes or other reasonable charges as the Company may prescribe in connection with such transfer.
Transfers of Warrants. If the Warrant Certificate tendered for transfer does not bear the legend set forth in Sections 2.1(b) or 2.1(d), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and a completed and executed transfer form in the form included in the Warrant Certificate. Notwithstanding the foregoing, the Warrant Agent shall not register such transfer if the Warrant Agent has reason to believe that the transferee is a person in the United States or a U.S. Person or is acquiring the Warrants evidenced thereby for the account or benefit of a person in the United States or a U.S. Person.
Transfers of Warrants. (a) Prior to the Separation of Warrants and Senior Notes;
Transfers of Warrants. Section 5.1. Investment Intent with respect to Warrants. The Warrants ------------------------------------------ have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or state securities laws. The Holder of a Warrant Certificate, by its acceptance thereof, represents and warrants that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and understands and acknowledges that each Warrant Certificate shall bear a restrictive legend substantially as set forth below: "THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES) OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. "THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS FURTHER RESTRICTED BY THE TERMS OF THE WARRANT AGREEMENT REFERRED TO HEREIN."
Transfers of Warrants. 2 (a) [Intentionally Omitted.]....................................... 2 (b) Private Placement Legend....................................... 2 (c) [Intentionally Omitted.]....................................... 4 SECTION 6.
Transfers of Warrants. (a) [Intentionally Omitted.]