Transfers of Warrants. Section 5.6 of the Existing Warrant Agreement is hereby deleted and replaced with the following: “[INTENTIONALLY OMITTED]”.
Transfers of Warrants. (a) Prior to the Separation of Initial Warrants and Senior Notes; ------------------------------------------------------------- Separation of Initial Warrants and Senior Notes. Notwithstanding the provisions ----------------------------------------------- of Section 7 hereof, on or after the Separation Date, the registered holder of a Warrant Certificate containing a Warrant Legend may surrender such Warrant Certificate accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney to the Warrant Agent, at its address specified in Section 22 hereof (the "Warrant Agent Office") for the exchange of such Warrant Certificate containing a Warrant Legend, in whole or in part, for a new Warrant Certificate or certificates not containing the first paragraph of the Warrant Legend (such surrender and exchange being referred to herein as a "Separation" and the related Warrants being referred to as "Separated"). Until the Separation Date, no Initial Warrant may be sold, assigned or otherwise transferred to any person unless simultaneously with such transfer, the Warrant Agent receives confirmation from the Senior Note Trustee that the holder thereof has requested a transfer to such transferee of $1,000 principal amount of Senior Notes for each Initial Warrant to purchase 1.269311203 shares of Class A Common Stock of the Company (subject to adjustment under Section 15 hereof) so transferred. In connection with the foregoing, upon original issuance of the Initial Warrants until Separation each Initial Warrant Certificate will bear the following legend: UNTIL THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF (I) A DATE 180 DAYS AFTER THE ISSUE OF THE WARRANTS, (II) SUCH DATE AS XXXXX XXXXXX INC. MAY DETERMINE, (III) THE COMMENCEMENT OF AN EXCHANGE OFFER RELATING TO THE 14% SENIOR DISCOUNT NOTES DUE 2003 (THE "NOTES") OF UNITED USN, INC. (THE "COMPANY"), (IV) IN THE EVENT OF CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE RELATING TO THE NOTES), THE DATE THE COMPANY MAILS NOTICE THEREOF TO HOLDERS OF THE NOTES, THE WARRANTS EVIDENCED HEREBY MAY NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED TO ANY PERSON UNLESS, SIMULTANEOUSLY WITH SUCH TRANSFER, THE HOLDER HEREOF TRANSFERS TO SUCH TRANSFEREE $1,000 PRINCIPAL AMOUNT OF NOTES AND A WARRANT TO PURCHASE 1.269311203 SHARES OF CLASS A COMMON...
Transfers of Warrants. 4 (a) Prior to the Separation of Initial Warrants and Senior Notes; Separation of Initial 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. (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.
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. (a) Prior to the Separation of Initial Warrants and Notes;
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. Subject to the transfer restrictions set forth in General Condition 1(c), transfers of Warrants for Warrants represented by a Global Warrant may be made from a holder of Warrants represented by that Global Warrant only to a Permitted Non-U.S. Purchaser in an offshore transaction pursuant to Regulation S and in accordance with any applicable rules and regulations of the Principal Warrant Agent, the Registrar, Clearstream, Luxembourg and/or Euroclear, as the case may be, and/or as specified in the applicable Issue Terms.
Transfers of Warrants. A Holder may not dispose of or transfer any Warrants now or hereafter owned, whether by sale, assignment, gift, pledge, encumbrance or otherwise, except pursuant to an available exemption from registration under Federal and state securities laws PROVIDED, that this Section shall not apply to a surrender of Warrant Certificates to the Company in connection with the Warrants evidenced thereby.
