Warrant Certificates. The Warrants will be issued in global form (the "Global Warrants"), substantially in the form of Exhibit A (including the text accompanying footnotes 1 and 2 thereto but excluding such footnotes), and in definitive form (the "Definitive Warrants"), substantially in the form of Exhibit A (not including footnotes 1 and 2 thereto or the text accompanying such footnotes). Each Definitive Warrant shall represent such of the outstanding Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and the depositary with respect to the Global Warrants (the "Depositary") in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Warrant Agent. Upon request, a holder may receive from the Depositary and the Warrant Agent separate Definitive Warrants as set forth in Section 7 below. Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement shall be substantially in the form set forth in Exhibit A attached hereto.
Appears in 2 contracts
Samples: Warrant Agreement (Pegasus Communications Corp), Warrant Agreement (Pegasus Communications Corp)
Warrant Certificates. The Warrants will be issued in global form (the "Global WarrantsGLOBAL WARRANTS"), substantially in the form of Exhibit A (including the text accompanying footnotes 1 and 2 thereto but excluding such footnotes), and in definitive form (the "Definitive WarrantsDEFINITIVE WARRANTS"), substantially in the form of Exhibit A (not including footnotes 1 and 2 thereto or the text accompanying such footnotes). Each Definitive Warrant shall represent such of the outstanding Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and the depositary with respect to the Global Warrants (the "DepositaryDEPOSITARY") in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Warrant Agent. Upon request, a holder may receive from the Depositary and the Warrant Agent separate Definitive Warrants as set forth in Section 7 below. Any certificates (the "Warrant CertificatesWARRANT CERTIFICATES") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement shall be substantially in the form set forth in Exhibit A attached hereto.
Appears in 2 contracts
Samples: Warrant Agreement (Color Spot Nurseries Inc), Warrant Agreement (Olympic Financial LTD)
Warrant Certificates. The Warrants will initially be -------------------- issued in global form (the "Global Warrants"), substantially in the form of --------------- Exhibit A (including hereto. Any certificates evidencing the text accompanying footnotes 1 and 2 thereto but excluding such footnotes), and in definitive form Global Warrants to be delivered pursuant to this Agreement (the "Definitive WarrantsWarrant Certificates"), ) shall be -------------------- substantially in the form of set forth in Exhibit A (not including footnotes 1 and 2 thereto or the text accompanying such footnotes)hereto. Each Definitive Warrant Such Global Warrants shall represent such of the outstanding Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and the depositary with respect to the Global Warrants Depositary (the "Depositary"as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company and the Warrant AgentCompany. Upon written request, a Warrant holder who holds Warrants may receive from the Depositary and the Warrant Agent separate Warrants in registered form as definitive Warrant Certificates (the "Definitive Warrants Warrants") as set forth in Section 7 6 ------------------- below. Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement shall be substantially in the form set forth in Exhibit A attached hereto.
Appears in 2 contracts
Samples: Warrant Agreement (Endo Pharma LLC), Warrant Agreement (Endo Pharmaceuticals Holdings Inc)
Warrant Certificates. The Class A Transferable Warrants will initially be issued in global form (the "Global Warrants"), substantially in the form of Exhibit A (including hereto. Any certificates evidencing the text accompanying footnotes 1 and 2 thereto but excluding such footnotes), and in definitive form Global Warrants to be delivered pursuant to this Agreement (the "Definitive WarrantsClass A Warrant Certificates"), ) shall be substantially in the form of set forth in Exhibit A (not including footnotes 1 and 2 thereto or the text accompanying such footnotes)hereto. Each Definitive Warrant Such Global Warrants shall represent such of the outstanding Class A Transferable Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and the depositary with respect to the Global Warrants Depositary (the "Depositary"as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company and the Warrant AgentCompany. Upon written request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary and the Warrant Agent separate Class A Transferable Warrants in registered form as definitive Warrant Certificates (the "Definitive Warrants Warrants") as set forth in Section 7 6 below. Any certificates (the "Warrant Certificates") evidencing the Global Class B Non-Transferable Warrants or the Definitive Warrants to will be delivered pursuant to this Agreement shall be substantially issued in certificated form in the form of Exhibit B hereto, in the name of and in the denomination as set forth in Exhibit A attached heretothe applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger Agreement. -------- (1) These numbers may be adjusted in the final Endo Warrant. See footnotes 2-5 below.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Warrant Agreement (Endo Pharmaceuticals Holdings Inc)
Warrant Certificates. (a) The Warrants will be issued in global form (the "Global Warrants"), substantially in the form of Exhibit A (including the text accompanying footnotes 1 and 2 thereto but excluding such footnotes), and in definitive form (the "Definitive Warrants"), substantially in the form of Exhibit A (not including footnotes 1 and 2 thereto or the text accompanying such footnotes). Each Definitive Warrant shall represent such of the outstanding Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and the depositary with respect to the Global Warrants (the "Depositary") in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Warrant Agent. Upon request, a holder may receive from the Depositary and the Warrant Agent separate Definitive Warrants as set forth in Section 7 below. Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants Certificates to be delivered pursuant to this Agreement shall be in registered form only and shall be substantially in the form set forth in Exhibit A attached heretohereto with such changes as are necessary to reflect the number of shares of Common Stock for which the Warrants are then exercisable.
(b) The Warrants will be offered and sold in reliance on Rule 144A promulgated under the Securities Act of 1933, as amended (the "Securities Act"), ("Rule 144A") and shall be evidenced initially in the form of one or more permanent global Warrants (each, a "Global Warrant") evidenced by a Warrant Certificate in definitive, fully registered form, substantially in the form set forth in Exhibit A (each, a Global Warrant Certificate"), deposited with the Warrant Agent, as custodian for The Depository Trust Company ("DTC"), or such other depositary institution as the Company may approve to act as depositary for the Warrants and the Warrant Shares (the "Depositary") and registered in the name of a nominee of the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided; provided that until such time as the Warrants separate from the Preferred Stock, the Global Warrants shall be registered in the name of the Unit Agent and shall be represented by a Global Unit deposited with the Unit Agent as custodian for and registered in the name of DTC or its nominee. The aggregate amount of a Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary or its nominee, as hereinafter provided.
Appears in 1 contract
Samples: Warrant Agreement (R&b Falcon Corp)
Warrant Certificates. The Certificates evidencing the Warrants (the "Warrant Certificates") initially will be issued in global form (the "Global Warrants"), substantially in the form of Exhibit A attached hereto (including the text accompanying referred to in footnotes 1 and 2 thereto but excluding such footnotes), and in definitive form (the "Definitive Warrants"), substantially in the form of Exhibit A (not including footnotes 1 and 2 thereto or the text accompanying such footnotesthereto). Each Definitive Global Warrant shall represent such of the outstanding Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and the depositary with respect to the Global Warrants (the "Depositary") in accordance with instructions given by the holder thereof. The Company initially appoints The Depository Trust Company shall ("DTC") to act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company and the Warrant Agent. Upon Subject to the terms hereof, upon request, a holder may receive from the Depositary and the Warrant Agent separate Definitive Warrants as set forth in Section 7 below. Any certificates definitive form (the "Warrant CertificatesDefinitive Warrants") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement shall be ), substantially in the form set forth in of Exhibit A attached heretohereto (not including the text referred to in footnotes 1 and 2 thereto).
Appears in 1 contract
Warrant Certificates. The Warrants will initially be issued either in global form (the "Global Warrants"), substantially in the form of Exhibit A hereto (including the text accompanying footnotes 1 and 2 thereto but excluding such footnotesfootnote thereto), and or in registered form as definitive form warrant certificates (the "Definitive Warrants"), . Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement shall be substantially in the form of set forth in Exhibit A (not including footnotes 1 and 2 thereto or the text accompanying such footnotes)hereto. Each Definitive Warrant Such Global Warrants shall represent such of the outstanding Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, provided that the issuance of Additional Warrants (as defined in the Purchase Agreement) on each date set forth in Section 5.5 of the Purchase Agreement shall require the issuance of a new Global Warrant or Definitive Warrant with respect to the Additional Warrants issued on such date. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and the depositary with respect to the Global Warrants Depositary (the "Depositary"as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company and the Warrant AgentCompany. Upon written request, a Warrant holder may receive from the Depositary and the Warrant Agent separate Definitive Warrants as set forth in Section 7 6 below. Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement shall be substantially in the form set forth in Exhibit A attached hereto.
Appears in 1 contract
Warrant Certificates. The certificates representing the Series A Warrants -------------------- ("Warrant Certificates") will initially be issued either in global form (the "Global Warrants"), substantially ) or in the ---------------------- --------------- registered form of Exhibit A (including the text accompanying footnotes 1 and 2 thereto but excluding such footnotes), and in as definitive form Warrant Certificates (the "Definitive Warrants"), in either case substantially ------------------- in the form of Exhibit A (not including footnotes 1 and 2 thereto or attached hereto. Any Global Warrants to be delivered pursuant to this Agreement --------- shall bear the text accompanying such footnotes)legend set forth in Exhibit B attached hereto. Each Definitive Warrant The Global Warrants shall represent such of --------- the outstanding Series A Warrants as shall be specified therein therein, and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Series A Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Series A Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Series A Warrants represented thereby shall be made by the Warrant Agent and the depositary with respect to the Global Warrants (the "Depositary") Depositary in accordance with instructions given by the holder Holder thereof. The Depository Trust Company ("DTC") shall act as the Depositary "Depositary" with respect to the Global Warrants until a successor --- ---------- shall be appointed by the Company and the Warrant Agent. Upon written request, a holder Holder of Series A Warrants may receive from the Depositary and the Warrant Agent separate or the Depositary Definitive Warrants as set forth in Section 7 below. Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement shall be substantially in the form set forth in Exhibit A attached hereto6 hereof.
Appears in 1 contract
Warrant Certificates. The certificates evidencing the Warrants will (the "Warrant Certificates") shall be in registered form only and shall be substantially in the form set forth in Exhibit A attached hereto. Each Warrant Certificate to be issued in global form (the a "Global WarrantsWarrant"), substantially in the form of Exhibit A (including the text accompanying footnotes 1 and 2 thereto but excluding such footnotes), and in definitive form (the "Definitive Warrants"), substantially in the form of Exhibit A (not including footnotes 1 and 2 thereto or the text accompanying such footnotes). Each Definitive Warrant ) shall represent such of the outstanding Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and exercises. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and or the depositary with respect to the Global Warrants (the "Depositary") in accordance with instructions given by the holder thereof. The Company initially appoints The Depository Trust Company shall ("DTC") to act as Depositary with respect to the Depositary until Global Warrants. Beneficial owners of interests in a successor Global Warrant may receive Warrants in definitive form (the "Definitive Warrants"), substantially in the form of Exhibit A attached hereto (but without the text referred to in footnote 1 thereto) in the name of such beneficial owners in accordance with the procedures of the Warrant Agent and the Depositary. In connection with the execution and delivery of such Definitive Warrants, the Warrant Agent shall be appointed reflect on its books and records a decrease in the amount of the Warrants represented by the Company relevant Global Warrant equal to the amount of such Definitive Warrants and the Warrant Agent. Upon request, a holder may receive from the Depositary Company shall execute and the Warrant Agent separate shall countersign and deliver one or more Definitive Warrants as set forth in Section 7 belowan aggregate amount equal to the amount of such decrease. Definitive Warrants shall initially be issued to the Purchasers. Any certificates (Purchaser may deliver its Definitive Warrant to the "Warrant Certificates") evidencing Agent and may request that the Global Warrant Agent reflect such holder's interests in such holder's Warrants or the Definitive Warrants to be delivered pursuant to this Agreement shall be substantially in the form set forth in Exhibit A attached heretoof a Global Warrant.
Appears in 1 contract
Samples: Warrant Agreement (Windsor Woodmont Black Hawk Resort Corp)
Warrant Certificates. The Subject to Section 5 hereof, the Warrants will shall be issued in global form (the "Global Warrants"), substantially a) in the form of one or more global certificates (each a “Global Warrant Certificate”), in substantially the form set forth in Exhibit A attached hereto, or (including b) via book-entry registration on the text accompanying footnotes 1 books and 2 thereto but excluding records of the Warrant Agent and evidenced by a Warrant Statement. The Global Warrant Certificates and the Warrant Statements may bear such footnotes)appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by (i) in definitive form the case of a Global Warrant Certificate, the Appropriate Officer executing such Global Warrant Certificate, as evidenced by his or her execution of the Global Warrant Certificate, or (ii) in the case of Warrant Statements, any Appropriate Officer, and all of which shall be reasonably acceptable to the Warrant Agent. The Global Warrant Certificates shall be deposited on or after the date hereof with, or with the Warrant Agent as custodian for, The Depository Trust Company (the "Definitive Warrants"), substantially “Depository”) and registered in the form name of Exhibit A (not including footnotes 1 and 2 thereto or Cede & Co., as the text accompanying such footnotes)Depository’s nominee. Each Definitive Global Warrant Certificate shall represent such number of the outstanding Warrants as shall be specified therein therein, and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and the depositary with respect to the Global Warrants (the "Depositary") , in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company and the Warrant Agent. Upon request, a holder may receive from the Depositary and the Warrant Agent separate Definitive Warrants as set forth in Section 7 below. Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to terms of this Agreement shall be substantially in the form set forth in Exhibit A attached heretoAgreement.
Appears in 1 contract
Warrant Certificates. The Warrants will initially -------------------- be issued in global form (the "Global Warrants"), substantially in the form of --------------- Exhibit A (including hereto. Any certificates evidencing the text accompanying footnotes 1 and 2 thereto but excluding such footnotes), and in definitive form Global Warrants to be delivered pursuant to this Agreement (the "Definitive WarrantsWarrant Certificates"), ) shall be -------------------- substantially in the form of set forth in Exhibit A (not including footnotes 1 and 2 thereto or the text accompanying such footnotes)hereto. Each Definitive Warrant Such Global Warrants shall represent such of the outstanding Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a -------- 1These numbers shall be adjusted in the final Endo Warrant. See footnotes 2-5 below. Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and the depositary with respect to the Global Warrants Depositary (the "Depositary"as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company and the Warrant AgentCompany. Upon written request, a Warrant holder who holds Warrants may receive from the Depositary and the Warrant Agent separate Warrants in registered form as definitive Warrant Certificates (the "Definitive Warrants Warrants") as set forth in Section 7 6 ------------------- below. Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement shall be substantially in the form set forth in Exhibit A attached hereto.
Appears in 1 contract
Samples: Warrant Agreement (Endo Pharmaceuticals Holdings Inc)
Warrant Certificates. The certificates evidencing the Warrants will (the "Warrant Certificates") shall be in registered form only and shall be substantially in the form set forth in Exhibit A attached hereto. Each Warrant Certificate to be issued in global form (the a "Global WarrantsWarrant"), substantially in the form of Exhibit A (including the text accompanying footnotes 1 and 2 thereto but excluding such footnotes), and in definitive form (the "Definitive Warrants"), substantially in the form of Exhibit A (not including footnotes 1 and 2 thereto or the text accompanying such footnotes). Each Definitive Warrant ) shall represent such of the outstanding Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and exercises. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and or the depositary with respect to the Global Warrants (the "Depositary") in accordance with instructions given by the holder thereof. The Company initially appoints The Depository Trust Company shall ("DTC") to act as Depositary with respect to the Depositary until Global Warrants. Beneficial owners of interests in a successor Global Warrant may receive Warrants in definitive form (the "Definitive Warrants"), substantially in the form of Exhibit A attached hereto (but without the text referred to in footnote 1 thereto) in the name of such beneficial owners in accordance with the procedures of the Warrant Agent and the Depositary. In connection with the execution and delivery of such Definitive Warrants, the Warrant Agent shall be appointed reflect on its books and records a decrease in the amount of the Warrants represented by the Company relevant Global Warrant equal to the amount of such Definitive Warrants and the Warrant Agent. Upon request, a holder may receive from the Depositary Company shall execute and the Warrant Agent separate shall countersign and deliver one or more Definitive Warrants as set forth in Section 7 belowan aggregate amount equal to the amount of such decrease. Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants shall initially be issued to be delivered pursuant Hyatt Gaming and Libra. Each of Hyatt Gaming and Libra may deliver its Definitive Warrant to this Agreement shall be substantially the Warrant Agent and may request that the Warrant Agent reflect such holder's interests in such holder's Warrants in the form set forth in Exhibit A attached heretoof a Global Warrant.
Appears in 1 contract
Samples: Warrant Agreement (Windsor Woodmont Black Hawk Resort Corp)
Warrant Certificates. The Warrants will initially be issued in -------------------- global form (the "Global Warrants"), substantially in the form of Exhibit A hereto (including the text accompanying footnotes footnote 1 and 2 thereto but excluding such footnotesthereto), and in definitive form . Any certificates (the "Definitive WarrantsWarrant Certificates"), ) evidencing the Global Warrants to be delivered pursuant to this Agreement shall be substantially in the form of set forth in Exhibit A (not including footnotes 1 and 2 thereto or the text accompanying such footnotes)hereto. Each Definitive Warrant Such Global Warrants shall represent such of the outstanding Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and the depositary with respect to the Global Warrants Depositary (the "Depositary"as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company and the Warrant AgentCompany. Upon written request, a Warrant holder may receive from the Depositary and the Warrant Agent separate Warrants in registered form as definitive Warrant Certificates (the "Definitive Warrants Warrants") as set forth in Section 7 6 below. Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement shall be substantially in the form set forth in Exhibit A attached hereto.
Appears in 1 contract
Warrant Certificates. The Warrants will initially be -------------------- issued either in global form (the "Global Warrants"), substantially in the form of Exhibit A hereto (including the text accompanying footnotes 1 and 2 thereto but excluding such footnotesfootnote thereto), and or in registered form as definitive form warrant certificates (the "Definitive Warrants"), . Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement shall be substantially in the form of set forth in Exhibit A (not including footnotes 1 and 2 thereto or the text accompanying such footnotes)hereto. Each Definitive Warrant Such Global Warrants shall represent such of the outstanding Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, provided that the issuance of Additional Warrants (as defined in the Purchase Agreement) on each date set forth in Section 5.5 of the Purchase Agreement shall require the issuance of a new Global Warrant or Definitive Warrant with respect to the Additional Warrants issued on such date. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and the depositary with respect to the Global Warrants Depositary (the "Depositary"as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company and the Warrant AgentCompany. Upon written request, a Warrant holder may receive from the Depositary and the Warrant Agent separate Definitive Warrants as set forth in Section 7 6 below. Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement shall be substantially in the form set forth in Exhibit A attached hereto.
Appears in 1 contract
Warrant Certificates. The Warrants will initially be issued -------------------- in global form (the "Global Warrants"), substantially in the form of Exhibit A (including --------------- hereto. Any certificates evidencing the text accompanying footnotes 1 and 2 thereto but excluding such footnotes), and in definitive form Global Warrants to be delivered pursuant to this Agreement (the "Definitive WarrantsWarrant Certificates"), ) shall be substantially in the -------------------- form of set forth in Exhibit A (not including footnotes 1 and 2 thereto or the text accompanying such footnotes)hereto. Each Definitive Warrant Such Global Warrants shall represent such of the outstanding Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and the depositary with respect to the Global Warrants Depositary (the "Depositary"as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company and the Warrant AgentCompany. Upon written request, a Warrant holder who holds Warrants may receive from the Depositary and the Warrant Agent separate Warrants in registered form as definitive Warrant Certificates (the "Definitive Warrants Warrants") as set forth in Section 7 6 ------------------- below. Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement shall be substantially in the form set forth in Exhibit A attached hereto.
Appears in 1 contract
Samples: Warrant Agreement (Endo Pharmaceuticals Holdings Inc)
Warrant Certificates. The certificates evidencing the Warrants (the "Warrant Certificates") to be delivered pursuant to this Agreement shall be in registered form only and shall be substantially in the form set forth in Exhibit A attached hereto and shall, prior to the Separation Date (as defined herein), bear the legend set forth in Exhibit B attached hereto. The Warrants initially will be issued in global form (the "Global Warrants"), substantially in the form of Exhibit A attached hereto (including the text accompanying referred to in footnotes 1 and 2 thereto but excluding such footnotes), and in definitive form (the "Definitive Warrants"), substantially in the form of Exhibit A (not including footnotes 1 and 2 thereto or the text accompanying such footnotesthereto). Each Definitive The Global Warrant shall represent such of the outstanding Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and exercises. Any endorsement of a the Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and or the depositary with respect to the Global Warrants (the "Depositary") in accordance with instructions given by the holder thereof. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Warrants in global form. Each Global Warrant shall bear the following legend on the face thereof: "Unless and until it is exchanged in whole or in part for Warrants in definitive form, this Warrant may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) ("XXX"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein." Beneficial owners of interests in a Global Warrant may receive Warrants in definitive form (the "Definitive Warrants"), substantially in the form of Exhibit A attached hereto (but without the text referred to in footnotes 1 and 2 thereto) in the name of such beneficial owners in accordance with the procedures of the Warrant Agent and the Depositary. In connection with the execution and delivery of such Definitive Warrants, the Warrant Agent. Upon request, Agent shall reflect on its books and records a holder may receive from decrease in the Depositary principal amount of the relevant Global Warrant equal to the number of such Definitive Warrants and the Company shall execute and the Warrant Agent separate shall countersign and deliver one or more Definitive Warrants as set forth in Section 7 below. Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement shall be substantially in the form set forth in Exhibit A attached heretoan equal aggregate number.
Appears in 1 contract
Warrant Certificates. The certificates evidencing the Warrants (the "Warrant Certificates") shall be in registered form only and shall be substantially in the form set forth in Exhibit A attached hereto. Each Warrant Certificate shall, prior to the Separation Date (as defined herein), bear the legend set forth in Exhibit B attached hereto. All of the Warrants initially will be issued in global form (the "Global WarrantsWarrant"), substantially in the form of Exhibit A attached hereto (including the text accompanying footnotes referred to in footnote 1 and 2 thereto but excluding such footnotes), and in definitive form (the "Definitive Warrants"), substantially in the form of Exhibit A (not including footnotes 1 and 2 thereto or the text accompanying such footnotesthereto). Each Definitive Global Warrant shall represent such of the outstanding Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and exercises. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and or the depositary with respect to the Global Warrants (the "Depositary") in accordance with instructions given by the holder thereof. Enterprises initially appoints The Depository Trust Company shall ("DTC") to act as Depositary with respect to the Depositary until Warrants in global form. Subject to Section 5(n), beneficial owners of interests in a successor Global Warrant may receive Warrants in definitive form (the "Definitive Warrants"), substantially in the form of Exhibit A attached hereto (but without the text referred to in footnote 1 thereto) in the name of such beneficial owners in accordance with the procedures of the Warrant Agent and the Depositary. Subject to Section 5(n), in connection with the execution and delivery of such Definitive Warrants, the Warrant Agent shall be appointed reflect on its books and records a decrease in the amount of the Warrants represented by the Company relevant Global Warrant equal to the amount of such Definitive Warrants and the Warrant Agent. Upon request, a holder may receive from the Depositary Enterprises shall execute and the Warrant Agent separate shall countersign and deliver one or more Definitive Warrants as set forth in Section 7 below. Any certificates (an aggregate amount equal to the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement shall be substantially in the form set forth in Exhibit A attached heretoamount of such decrease.
Appears in 1 contract
Warrant Certificates. The Warrants will initially be -------------------- issued in global form (the "Global Warrants"), substantially in the form of --------------- Exhibit A (including hereto. Any certificates evidencing the text accompanying footnotes 1 and 2 thereto but excluding such footnotes), and in definitive form Global Warrants to be delivered pursuant to this Agreement (the "Definitive WarrantsWarrant Certificates"), ) shall be -------------------- substantially in the form of set forth in Exhibit A (not including footnotes 1 and 2 thereto or the text accompanying such footnotes)hereto. Each Definitive Warrant Such Global Warrants shall represent such of the outstanding Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of __________________ /1/ These numbers shall be adjusted in the final Endo Warrant. See footnotes 2-5 below. outstanding Warrants represented thereby shall be made by the Warrant Agent and the depositary with respect to the Global Warrants Depositary (the "Depositary"as defined below) in accordance with instructions given by the holder thereof. [The Depository Trust Company Company] shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company and the Warrant AgentCompany. Upon written request, a Warrant holder who holds Warrants may receive from the Depositary and the Warrant Agent separate Warrants in registered form as definitive Warrant Certificates (the "Definitive Warrants Warrants") as set forth in Section 7 6 ------------------- below. Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement shall be substantially in the form set forth in Exhibit A attached hereto.
Appears in 1 contract
Warrant Certificates. The Warrant Certificates shall be in registered form only and shall be substantially in the form set forth in Exhibit A attached hereto and shall, prior to the Separation Date (as defined herein), bear the legend set forth in Exhibit B attached hereto. The Unit Warrants initially will be issued in global form (the "Global Warrants"), substantially in the form of Exhibit A attached hereto (including the text accompanying referred to in footnotes 1 and 2 thereto but excluding such footnotesthereto), and . The UBS Warrants will be issued initially in definitive form (the "Definitive Warrants")form, substantially in the form of Exhibit A attached hereto (not including but without the text referred to in footnotes 1 and 2 thereto or thereto), but, at any time after the text accompanying such footnotes)Separation Date, at the Initial Purchaser's option may be exchanged for interests in the Global Warrant. Each Definitive The Global Warrant shall represent such of the outstanding Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and exercises. Any endorsement of a the Global Warrant to reflect the amount of any increase or decrease in the amount of 3 outstanding Warrants represented thereby shall be made by the Warrant Agent and or the depositary with respect to the Global Warrants (the "Depositary") in accordance with instructions given by the holder thereof. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Warrants in global form. Each Global Warrant shall bear the following legend on the face thereof: "Unless and until it is exchanged in whole or in part for Warrants in definitive form, this Warrant may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Company. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Watex Xxxxxx, Xxx Xxxx, Xxx Xxxx) ("XXX"), xx the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein." Beneficial owners of interests in a Global Warrant may receive Warrants in definitive form (the "Definitive Warrants"), substantially in the form of Exhibit A attached hereto (but without the text referred to in footnotes 1 and 2 thereto) in the name of such beneficial owners in accordance with the procedures of the Warrant Agent and the Depositary. In connection with the execution and delivery of such Definitive Warrants, the Warrant Agent. Upon request, Agent shall reflect on its books and records a holder may receive from decrease in the Depositary principal amount of the relevant Global Warrant equal to the amount of such Definitive Warrants and the Company shall execute and the Warrant Agent separate shall countersign and deliver one or more Definitive Warrants as set forth in Section 7 below. Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement shall be substantially in the form set forth in Exhibit A attached heretoan equal aggregate amount.
Appears in 1 contract
Samples: Warrant Agreement (Interamericas Communications Corp)