Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 217 contracts
Samples: Warrant Agreement (Urgent.ly Inc.), Warrant Agreement (CE Energy Acquisition Corp.), Warrant Agreement (CE Energy Acquisition Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit AB, with appropriate insertions, modifications and omissions, as provided above.
Appears in 143 contracts
Samples: Warrant Agreement (Newbury Street II Acquisition Corp), Warrant Agreement (AA Mission Acquisition Corp.), Warrant Agreement (Voyager Acquisition Corp./Cayman Islands)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 39 contracts
Samples: Warrant Agreement (Hainan Manaslu Acquisition Corp.), Warrant Agreement (Hainan Manaslu Acquisition Corp.), Warrant Agreement (Namaste World Acquisition Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Bookbook-Entry Warrant Certificateentry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 30 contracts
Samples: Form of Warrant Agreement (Bukit Jalil Global Acquisition 1 Ltd.), Form of Warrant Agreement (Bukit Jalil Global Acquisition 1 Ltd.), Form of Warrant Agreement (Bukit Jalil Global Acquisition 1 Ltd.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of the original issuance and the registration of any transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof Holders in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are DTC eligible as of the Public Issuance Date, all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Depositary Warrants are not DTC Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making to make other arrangements for book-entry settlementsettlement within ten (10) Business Days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) Business Days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in substantially the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 19 contracts
Samples: Warrant Agency Agreement (Ritter Pharmaceuticals Inc), Warrant Agency Agreement (Ritter Pharmaceuticals Inc), Warrant Agency Agreement (Ritter Pharmaceuticals Inc)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in the form annexed hereto as Exhibit A, A with appropriate insertions, modifications and omissions, as provided above.
Appears in 19 contracts
Samples: Warrant Agreement (NRDC Acquisition Corp.), Form of Warrant Agreement (MBF Healthcare Acquisition Corp.), Warrant Agreement (Catalytic Capital Investment Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Except for fractional Warrants that are included in a Unit that has not been separated into its constituent securities, no fractional Warrants may be transferred unless accompanied by other fractional Warrants to be transferred that, in the aggregate allow for the purchase of one full placement share or an integral multiple thereof (collectively “Whole Warrants” or individually a “Whole Warrant”). Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 19 contracts
Samples: Warrant Agreement (Fintech Acquisition Corp Vi), Warrant Agreement (FTAC Parnassus Acquisition Corp.), Warrant Agreement (FTAC Parnassus Acquisition Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are DTC eligible as of the Public Issuance Date, all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Depositary Warrants are not DTC Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlementsettlement within ten (10) days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in substantially the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 17 contracts
Samples: Form of Warrant Agency Agreement (Accelerate Diagnostics, Inc), Warrant Agency Agreement (Synergy Pharmaceuticals, Inc.), Warrant Agency Agreement (Provectus Biopharmaceuticals, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary The Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate ) which shall be in the form annexed hereto as Exhibit AA. Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Business Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with appropriate insertions, modifications and omissions, the same effect as provided aboveif he or she had not ceased to be such at the date of issuance.
Appears in 15 contracts
Samples: Warrant Agreement (Chain Bridge I), Warrant Agreement (Chain Bridge I), Warrant Agreement (G Squared Ascend II, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate Certificates shall be in the form annexed hereto as Exhibit A, B with appropriate insertions, modifications and omissions, as provided above.
Appears in 15 contracts
Samples: Warrant Agreement (Rockley Photonics Holdings LTD), Warrant Agreement, Warrant Agreement (SC Health Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 13 contracts
Samples: Warrant Agreement (ONS Acquisition Corp.), Warrant Agreement (ONS Acquisition Corp.), Warrant Agreement (ONS Acquisition Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original the initial issuance of the Warrants and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented registered in the name of the nominee designated by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Warrants, registered in the name of the Depository, shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) Depository and institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Bookbook-Entry Warrant Certificateentry Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate which shall be in the form annexed hereto as Exhibit AA. Physical definitive certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the board of directors of the Company (the “Board”), Chief Executive Officer, Chief Financial Officer, the President, the Treasurer or the Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before the Warrant is issued, it may be issued with appropriate insertions, modifications and omissions, the same effect as provided aboveif he or she had not ceased to be such at the date of issuance.
Appears in 13 contracts
Samples: Public Warrant Agreement (Stillwater Growth Corp. I), Public Warrant Agreement (C5 Acquisition Corp), Public Warrant Agreement (C5 Acquisition Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a as nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit AB, with appropriate insertions, modifications and omissions, as provided above.
Appears in 13 contracts
Samples: Warrant Agreement (Ares Acquisition Corp II), Warrant Agreement (SK Growth Opportunities Corp), Warrant Agreement (SK Growth Opportunities Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Bookbook-Entry Warrant Certificateentry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates in physical form evidencing such Warrants (“Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate ) which shall be in the form annexed hereto as Exhibit AA. Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chief Executive Officer, President, Chief Financial Officer, or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant certificate shall have ceased to serve in the capacity in which such person signed such Warrant certificate before such Warrant certificate is issued, it may be issued with appropriate insertions, modifications and omissions, the same effect as provided aboveif he or she had not ceased to be such at the date of issuance.
Appears in 13 contracts
Samples: Warrant Agreement (Nexters Inc.), Warrant Agreement (Nexters Inc.), Warrant Agreement (Kismet Acquisition Two Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Book Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 12 contracts
Samples: Warrant Agreement (NorthView Acquisition Corp), Warrant Agreement (NorthView Acquisition Corp), Warrant Agreement (NorthView Acquisition Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to or upon the order of the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate ) which shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 10 contracts
Samples: Warrant Agreement (Osprey Technology Acquisition Corp. II), Warrant Agreement (Figure Acquisition Corp. I), Warrant Agreement (Broadscale Acquisition Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Bookbook-Entry Warrant Certificateentry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates in physical form evidencing such Warrants (“Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate ) which shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 10 contracts
Samples: Warrant Agreement (Alvarium Tiedemann Holdings, Inc.), Warrant Agreement (Cartesian Growth Corp II), Warrant Agreement (Cartesian Growth Corp II)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (the “Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate , which shall be in the form annexed hereto as Exhibit AA. Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Executive Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with appropriate insertions, modifications and omissions, the same effect as provided aboveif he or she had not ceased to serve in such capacity at the date of issuance.
Appears in 10 contracts
Samples: Warrant Agreement (Lazard Fintech Acquisition Corp. I), Warrant Agreement (Lazard Healthcare Acquisition Corp. I), Warrant Agreement (Lazard Fintech Acquisition Corp. I)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are eligible for the book entry and depository services of The Depository Trust Company (“DTC Eligible”) as of the Public date of issuance (the “Issuance Date”), all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests represented by such direct registration. If the Depositary Warrants are not DTC Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlementsettlement within ten (10) days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions, upon receipt of written instructions from the Company, to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates (“Warrant Certificates”) in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive Warrant Certificate Certificates shall be in substantially the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 9 contracts
Samples: Warrant Agreement (Seanergy Maritime Holdings Corp.), Warrant Agreement (Seanergy Maritime Holdings Corp.), Warrant Agreement (Seanergy Maritime Holdings Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original the initial issuance of the Warrants and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit AB, with appropriate insertions, modifications and omissions, as provided above.
Appears in 8 contracts
Samples: Warrant Agreement (Kimbell Tiger Acquisition Corp), Warrant Agreement (Kimbell Tiger Acquisition Corp), Warrant Agreement (Screaming Eagle Acquisition Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to or upon the order of the Depositary definitive certificates in physical form evidencing such Warrants (each, a “Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 8 contracts
Samples: Warrant Agreement (ShoulderUP Technology Acquisition Corp.), Warrant Agreement (ShoulderUP Technology Acquisition Corp.), Warrant Agreement (Lionheart III Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 8 contracts
Samples: Warrant Agreement (Landcadia Holdings IV, Inc.), Warrant Agreement (Landcadia Holdings IV, Inc.), Warrant Agreement (Landcadia Holdings IV, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are eligible for the book entry and depository services of The Depository Trust Company (“DTC Eligible”) as of the Public date of issuance (the “Issuance Date”), all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or Warrant; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests represented by such direct registration. If the Depositary Warrants are not DTC Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlementsettlement within ten (10) days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant CertificateWarrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates (“Warrant Certificates”) in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive Warrant Certificate Certificates shall be in substantially the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 8 contracts
Samples: Warrant Agency Agreement (Giggles N' Hugs, Inc.), Warrant Agency Agreement (Giggles N' Hugs, Inc.), Warrant Agency Agreement (Reed's, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Bookbook-Entry Warrant Certificate, entry certificate or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Bookbook-Entry Warrant Certificateentry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate which shall be in the form annexed hereto as Exhibit AA. Physical definitive certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, the President or the Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with appropriate insertions, modifications and omissions, the same effect as provided aboveif he or she had not ceased to be such at the date of issuance.
Appears in 8 contracts
Samples: Warrant Agreement (Talon 1 Acquisition Corp), Warrant Agreement (Talon 1 Acquisition Corp), Warrant Agreement (Apollo Strategic Growth Capital III)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public The Warrants shall initially may be represented by definitive Warrant Certificates in physical form or by one or more book-entry warrant certificates (each, a “Book-Entry Warrant CertificateCertificates”) deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Definitive Warrant Certificates shall be in substantially the form annexed hereto as Exhibit A. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that request such direct registration. If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlementsettlement within ten (10) days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided aboveWarrants.
Appears in 7 contracts
Samples: Warrant Agreement (Pluristem Therapeutics Inc), Warrant Agreement (Pluristem Therapeutics Inc), Warrant Agreement (Pluristem Therapeutics Inc)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by by: (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, ; or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 7 contracts
Samples: Warrant Agreement (Minority Equality Opportunities Acquisition Inc.), Warrant Agreement (Minority Equality Opportunities Acquisition Inc.), Warrant Agreement (Oxbridge Acquisition Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the such Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Public Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates in physical form evidencing such representing the Warrants (“Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 6 contracts
Samples: Securities Escrow Agreement (Sidhu Special Purpose Capital Corp.), Warrant Agreement (Trian Acquisition I Corp.), Warrant Agreement (Trian Acquisition I Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to or upon the order of the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate ) which shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 6 contracts
Samples: Private Placement Warrants Purchase Agreement (Motive Capital Corp II), Warrant Agreement (Motive Capital Corp II), Warrant Agreement (Motive Capital Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede CEDE & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates representing the Warrants (“Definitive Warrant Certificates”) in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive Warrant Certificate Certificates shall be in the form annexed hereto as Exhibit A, as applicable, with appropriate insertions, modifications modifications, and omissions, as provided above.
Appears in 6 contracts
Samples: Warrant Agreement (Frankly Inc), Warrant Agreement (AgEagle Aerial Systems Inc.), Warrant Agreement (RMR Industrials, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public The Warrants shall initially may be represented by definitive Warrant Certificates in physical form or by one or more book-entry warrant certificates (each, a the “Book-Entry Warrant CertificateCertificates”) deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Definitive Warrant Certificates shall be in substantially the form annexed hereto as Exhibit A. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that request such direct registration. If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlementsettlement within ten (10) days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided aboveWarrants.
Appears in 6 contracts
Samples: Form of Warrant Agreement (Galena Biopharma, Inc.), Warrant Agreement (Galena Biopharma, Inc.), Form of Warrant Agreement (Galena Biopharma, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates shall be deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a as nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, Certificate or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be substantially in the form annexed hereto as of Exhibit AA hereof, with appropriate insertions, modifications and omissions, as provided above.
Appears in 5 contracts
Samples: Warrant Agreement (Artemis Strategic Investment Corp), Warrant Agreement (Artemis Strategic Investment Corp), Warrant Agreement (Artemis Strategic Investment Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent in writing regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent in writing to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 5 contracts
Samples: Warrant Agreement (Atlantic Coastal Acquisition Corp.), Warrant Agreement (Atlantic Coastal Acquisition Corp.), Warrant Agreement (Atlantic Coastal Acquisition Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of the original issuance and the registration of any transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof Holders in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are DTC eligible as of the Public Issuance Date, all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Depositary Warrants are not DTC Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making to make other arrangements for book-entry settlementsettlement within ten (10) Business Days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) Business Days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions, upon receipt of instructions from the Company, to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Holders definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in substantially the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 5 contracts
Samples: Warrant Agency Agreement (Rennova Health, Inc.), Warrant Agency Agreement (Rennova Health, Inc.), Warrant Agreement (Rennova Health, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with the written instructions delivered to the Warrant Agent by the Company. All of the Public The Warrants shall initially may be represented by definitive Warrant Certificates in physical form or by one or more book-entry warrant certificates (each, a the “Book-Entry Warrant CertificateCertificates”) deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Definitive Warrant Certificates shall be in substantially the form annexed hereto as Exhibit A. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that request such direct registration. As used herein, if a Warrant is in book-entry form, a “holder” or “registered holder” shall also include within its meaning a Participant or a designee of a Participant. If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlementsettlement within ten (10) days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent Agent, in writing, to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided aboveWarrants.
Appears in 5 contracts
Samples: Warrant Agency Agreement (Fat Brands, Inc), Warrant Agency Agreement (Fat Brands, Inc), Warrant Agency Agreement (Fat Brands, Inc)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 5 contracts
Samples: Warrant Agreement (Bridgetown 3 Holdings LTD), Warrant Agreement (CF Acquisition Corp. VII), Warrant Agreement (Excolere Acquisition Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original the initial issuance of the Warrants and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented registered in the name of the nominee designated by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Warrants, registered in the name of the Depository, shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) Depository and institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Bookbook-Entry Warrant Certificateentry Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates in physical form evidencing such Warrants (the “Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate ) which shall be in the form annexed hereto as Exhibit AA. Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the chair of the board of directors of the Company (the “Board”), Chief Executive Officer, Chief Financial Officer, the President, the Treasurer or the Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before the Warrant is issued, it may be issued with appropriate insertions, modifications and omissions, the same effect as provided aboveif he or she had not ceased to be such at the date of issuance.
Appears in 5 contracts
Samples: Public Warrant Agreement (KnightSwan Acquisition Corp), Public Warrant Agreement (KnightSwan Acquisition Corp), Public Warrant Agreement (KnightSwan Acquisiton Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) Depositary and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by by: (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, ; or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 5 contracts
Samples: Warrant Agreement (Mars Acquisition Corp.), Warrant Agreement (Syntec Optics Holdings, Inc.), Warrant Agreement (OmniLit Acquisition Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 4 contracts
Samples: Warrant Agreement (Fpa Energy Acquisition Corp.), Warrant Agreement (Fpa Energy Acquisition Corp.), Warrant Agreement (Global Blockchain Acquisition Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Redeemable Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with The Depository Trust Company (the Depositary “Depositary”) (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Redeemable Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Redeemable Warrants are not eligible for, or it is no longer necessary to have the Public Redeemable Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Bookbook-Entry Warrant Certificateentry Redeemable Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate ) which shall be in the form annexed hereto as Exhibit AA. Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with appropriate insertions, modifications and omissions, the same effect as provided aboveif he or she had not ceased to be such at the date of issuance.
Appears in 4 contracts
Samples: Warrant Agreement (Medicus Sciences Acquisition Corp.), Warrant Agreement (Medicus Sciences Acquisition Corp.), Warrant Agreement (Global Partner Acquisition Corp II)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a as nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that If the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit AB, with appropriate insertions, modifications and omissions, as provided above.
Appears in 4 contracts
Samples: Warrant Agreement (EQV Ventures Acquisition Corp.), Warrant Agreement (EQV Ventures Acquisition Corp.), Warrant Agreement (Ares Acquisition Corp II)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of the original issuance and the registration of transfer transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All Except as provided in this Section 2.3.1, upon the initial issuance of the Public Warrants, to the extent the Warrants are DTC eligible as of such date, all of the Warrants shall initially be represented by one or more Warrant Certificates reflecting book-entry certificates of ownership (each, each a “Book-Entry Warrant Certificate”) ), deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that request such direct registration. If the Depositary Warrants are not DTC-eligible at the issuance date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlementsettlement within ten (10) Business Days (as defined below) after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) Business Days, or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions, upon receipt of instructions from the Company, to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Holder definitive certificates Warrant Certificates in physical form evidencing such Warrants. At the request of any Holder of Warrants, submitted to the Warrant Agent via the Depositary as the initial Registered Holder as to Book-Entry Warrants, the Company and Warrant Agent shall deliver to such purchaser definitive Warrant Certificates in physical form, registered in the name of such purchaser, evidencing the Warrants (“Definitive Warrant Certificate”)purchased by such Holder. Such Definitive definitive Warrant Certificate shall be dated the original issue date of the Warrants, shall be executed manually or by facsimile signature by an authorized signatory of the Company, and countersigned by the manual or facsimile signature of the Warrant Agent, and shall be substantially in the form annexed attached hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 4 contracts
Samples: Warrant Agent Agreement (NutriBand Inc.), Warrant Agent Agreement (Lixte Biotechnology Holdings, Inc.), Warrant Agent Agreement (Lixte Biotechnology Holdings, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are eligible for the book entry and depository services of The Depository Trust Company (“DTC Eligible”) as of the Public date of issuance (the “Issuance Date”), all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of interests represented by such direct registration. If the Depositary Warrants are not DTC Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may DTC will instruct the Warrant Agent regarding making other arrangements for book-entry settlementsettlement within 10 days after the Depository ceases to make its book-entry settlement available. In the event that DTC does not make alternative arrangements for book-entry settlement within 10 days or the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company DTC shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates (“Warrant Certificates”) in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive Warrant Certificate Certificates shall be in substantially the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 4 contracts
Samples: Warrant Agreement (Second Sight Medical Products Inc), Warrant Agreement (Clearsign Combustion Corp), Warrant Agreement (Second Sight Medical Products Inc)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the original issuance and the registration of transfer transfers of the Warrants. Upon the initial issuance of the Warrants, at the Company’s written request, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with the written instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are DTC eligible as of the Public date of issuance (the “Issuance Date”), all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Global Book-Entry Warrant Certificate”) deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-the Book Entry Warrant Certificate, or Warrant; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Depositary Warrants are not DTC Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent in writing regarding making other arrangements for book-entry settlementsettlement within ten (10) days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant CertificateWarrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in substantially the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided aboveA (but excluding the DTC legend thereon).
Appears in 4 contracts
Samples: Warrant Agent Agreement (Cresud Inc), Warrant Agent Agreement (Irsa Investments & Representations Inc), Warrant Agent Agreement (Irsa Investments & Representations Inc)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book- entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with The Depository Trust Company (the Depositary “Depositary”) (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate ) which shall be in the form annexed hereto as Exhibit AA. Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Business Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with appropriate insertions, modifications and omissions, the same effect as provided aboveif he or she had not ceased to be such at the date of issuance.
Appears in 4 contracts
Samples: Warrant Agreement (One), Warrant Agreement (Ribbit LEAP, Ltd.), Warrant Agreement (One)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of the original issuance and the registration of any transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof Holders (as defined below) in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are DTC eligible as of the Public Issuance Date, all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained (A) by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (iiB) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (C) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Depositary Warrants are not DTC eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making to make other arrangements for book-entry settlementsettlement within ten Business Days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten Business Days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in substantially the form annexed hereto attached as Exhibit A, with appropriate insertions, modifications and omissions, as provided aboveA hereto.
Appears in 4 contracts
Samples: Warrant Agreement (National Holdings Corp), Warrant Agreement (National Holdings Corp), Agreement and Plan of Merger (National Holdings Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the original issuance and the registration of transfer transfers of the Warrants. Upon the initial issuance of the Warrants, at the Company’s written request, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with the instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are DTC eligible, all of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Warrants deposited with The Depository Trust Company (the “Depositary”) DTC and registered in the name of Cede & Co., a nominee of the DepositaryDTC. Ownership of beneficial interests in the Public Book-Entry Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary by DTC or its nominee for each Book-Entry Warrant Certificate, or Warrant; (ii) by institutions that have accounts with the Depositary DTC (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Depositary Warrants are not DTC Eligible as of the initial issuance date or DTC subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent in writing regarding making other arrangements for book-entry settlementsettlement within ten (10) days after DTC ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary DTC to deliver to the Warrant Agent for cancellation each Book-Entry Warrant CertificateWarrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary DTC definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided aboveWarrants.
Appears in 4 contracts
Samples: Warrant Agent Agreement (Cellect Biotechnology Ltd.), Warrant Agent Agreement (Cellect Biotechnology Ltd.), 180 Life Sciences Corp.
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (iA) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (iiB) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 4 contracts
Samples: Warrant Agreement (Counter Press Acquisition Corp), Warrant Agreement (Ault Disruptive Technologies Corp), Warrant Agreement (Ault Disruptive Technologies Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Public Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in the form annexed hereto as Exhibit A, A with appropriate insertions, modifications and omissions, as provided above.
Appears in 4 contracts
Samples: Warrant Agreement (Korea Milestone Acquisition CORP), Warrant Agreement (Korea Milestone Acquisition CORP), Warrant Agreement (Korea Milestone Acquisition CORP)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the original issuance and the registration of transfer transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All Except as provided in this Section 2.3.1, upon the initial issuance of the Public Warrants, to the extent the Warrants are Depository Trust Company (“Depository”) eligible as of such date, all of the Warrants shall initially be represented by one or more Warrant Certificates reflecting book-entry certificates of ownership (each, each a “Book-Entry Warrant Certificate”) ), deposited with The the Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that request such direct registration. If the Depositary Warrants are not DTC-eligible at the issuance date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlementsettlement within ten (10) Business Days (as defined below) after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) Business Days, or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions, upon receipt of instructions from the Company, to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary holder definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided aboveWarrants.
Appears in 4 contracts
Samples: Warrant Agent Agreement (FGI Industries Ltd.), Warrant Agent Agreement (Direct Digital Holdings, Inc.), Warrant Agent Agreement (Direct Digital Holdings, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “"Warrant Register”) "), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “Depositary”"Depository") and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “"Participant”"). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in the form annexed hereto as Exhibit A, A with appropriate insertions, modifications and omissions, as provided above.
Appears in 4 contracts
Samples: Warrant Agreement (TC Acquisition Corp.), Warrant Agreement (Treehouse Partners CORP), Warrant Agreement (MDC Acquisition Partners, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to or upon the order of the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 4 contracts
Samples: Warrant Agreement (Jet.AI Inc.), Warrant Agreement (Oxbridge Acquisition Corp.), Warrant Agreement (Oxbridge Acquisition Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (each, a “Definitive Warrant Certificate”). Such Definitive Warrant Certificate Certificates shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 4 contracts
Samples: Warrant Agreement (Anghami Inc), Warrant Agreement (Vistas Media Acquisition Co Inc.), Warrant Agreement (Vistas Media Acquisition Co Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates in physical form evidencing such Warrants (“Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate Certificates shall be in the form annexed hereto as Exhibit A, A with appropriate insertions, modifications and omissions, as provided above.
Appears in 4 contracts
Samples: Warrant Agreement (Landcadia Holdings, Inc.), Warrant Agreement (Landcadia Holdings, Inc.), Warrant Agreement (Ar Capital Acquisition)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the original issuance and the registration of any transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof Holders in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are eligible as of the Public Issuance Date to be deposited through the Depository Trust Company (the “Depository”), all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, ; or (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary Warrants are not eligible as of the Issuance Date to be deposited through the Depository, or if the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making to make other arrangements for book-entry settlementsettlement within ten (10) Business Days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) Business Days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive warrant certificates in physical form evidencing such Warrants (the “Definitive Warrant Certificates”; each of the Book-Entry Warrant Certificates and the Definitive Warrant Certificates is referred to herein as a “Warrant Certificate”). Such Definitive Warrant Certificate certificates shall be in substantially the form annexed attached hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 4 contracts
Samples: Warrant Agreement (ENDRA Life Sciences Inc.), Warrant Agreement (ENDRA Life Sciences Inc.), Warrant Agreement (ENDRA Life Sciences Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book entry from, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 4 contracts
Samples: Warrant Agreement (Monterey Capital Acquisition Corp), Warrant Agreement (Monterey Capital Acquisition Corp), Warrant Agreement (Monterey Capital Acquisition Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 4 contracts
Samples: Warrant Agreement (Newcourt Acquisition Corp), Warrant Agreement (Newcourt Acquisition Corp), Warrant Agreement (Newcourt Acquisition Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to or upon the order of the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 4 contracts
Samples: Warrant Agreement (Lionheart Acquisition Corp. II), Warrant Agreement (Lionheart Acquisition Corp. II), Warrant Agreement (NewHold Investment Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 4 contracts
Samples: Warrant Agreement (Thayer Ventures Acquisition Corp), Warrant Agreement (Thayer Ventures Acquisition Corp), Warrant Agreement (Thayer Ventures Acquisition Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 4 contracts
Samples: Warrant Agreement (Energy Cloud I Acquisition Corp), Warrant Agreement (Energy Cloud I Acquisition Corp), Agreement (Gladstone Acquisition Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the original issuance and the registration of any transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are “DTC Eligible” as of the Public Issuance Date, all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Depositary Warrants are not “DTC Eligible” as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making to make other arrangements for book-entry settlementsettlement within ten (10) days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in substantially the form annexed attached hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 4 contracts
Samples: Warrant Agreement (Lm Funding America, Inc.), Warrant Agreement (Lm Funding America, Inc.), Warrant Agreement (OXBRIDGE RE HOLDINGS LTD)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate ) which shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 4 contracts
Samples: Warrant Agreement (Generation Asia I Acquisition LTD), Warrant Agreement (Generation Asia I Acquisition LTD), Warrant Agreement (EJF Acquisition Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in the form annexed hereto as Exhibit A, A with appropriate insertions, modifications and omissions, as provided above.
Appears in 4 contracts
Samples: Warrant Agreement (Global Technology Industries, Inc.), Warrant Agreement (Global Technology Industries, Inc.), Warrant Agreement (Global Technology Industries, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate which shall be in the form annexed hereto as Exhibit AB. Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with appropriate insertions, modifications and omissions, the same effect as provided aboveif he or she had not ceased to be such at the date of issuance.
Appears in 3 contracts
Samples: Warrant Agreement (Cedarlake Acquisition Corp.), Warrant Agreement (Jeneration Acquisition Corp), Warrant Agreement (Jeneration Acquisition Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Bookbook-Entry Warrant Certificate, entry certificate or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Bookbook-Entry Warrant Certificateentry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate ) which shall be in the form annexed hereto as Exhibit AA. Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with appropriate insertions, modifications and omissions, the same effect as provided aboveif he or she had not ceased to be such at the date of issuance.
Appears in 3 contracts
Samples: Warrant Agreement (Spartan Acquisition Corp. II), Warrant Agreement (Spartan Acquisition Corp. II), Warrant Agreement (Spartan Acquisition Corp. II)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of the original issuance and the registration of any transfer of the Warrants, with separate Warrant Registers maintained for the Purchase Warrants and the Pre-Funded Warrants. Upon the initial issuance of the any Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof Holders in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All To the extent such Warrants are DTC eligible as of the Public Issuance Date, all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Depositary Warrants are not DTC Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making to make other arrangements for book-entry settlementsettlement within ten (10) Business Days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) Business Days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive warrant certificates (“Warrant Certificates”) in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in substantially the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 3 contracts
Samples: Warrant Agency Agreement (Advaxis, Inc.), Form of Warrant Agency Agreement (Advaxis, Inc.), Form of Warrant Agency Agreement (Advaxis, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the original issuance and the registration of transfer transfers of the Warrants. Upon the initial issuance of the Warrants, at the Company’s written request, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with the instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are DTC eligible, all of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Warrants deposited with The Depository Trust Company (the “Depositary”) DTC and registered in the name of Cede & Co., a nominee of the DepositaryDTC. Ownership of beneficial interests in the Public Book-Entry Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary by DTC or its nominee for each Book-Entry Warrant Certificate, or Warrant; (ii) by institutions that have accounts with the Depositary DTC (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Depositary Warrants are not DTC Eligible as of the initial issuance date or DTC subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent in writing regarding making other arrangements for book-entry settlementsettlement within ten (10) days after DTC ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary DTC to deliver to the Warrant Agent for cancellation each Book-Entry Warrant CertificateWarrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary DTC definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided aboveWarrants.
Appears in 3 contracts
Samples: Warrant Agent Agreement (180 Life Sciences Corp.), Warrant Agent Agreement (180 Life Sciences Corp.), 180 Life Sciences Corp.
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the CompanyShelf. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company Shelf may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company Shelf shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 3 contracts
Samples: Warrant Agreement (Nextnav Inc.), Warrant Agreement (Nextnav Inc.), Warrant Agreement (Spartacus Acquisition Shelf Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original the initial issuance of the Warrants and the registration of transfer of the WarrantsWarrants in book-entry form. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented registered in the name of the nominee designated by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) Depository and institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Bookbook-Entry Warrant Certificateentry Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate which shall be in the form annexed hereto as Exhibit AA. Physical definitive certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the board of directors of the Company (the “Board”), Chief Executive Officer, Chief Financial Officer, the President, the Treasurer or the Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed theWarrant before the Warrant is issued, it may be issued with appropriate insertions, modifications and omissions, the same effect as provided aboveif he or she had not ceased to be such at the date of issuance.
Appears in 3 contracts
Samples: Form of Public Warrant Agreement (M3-Brigade Acquisition III Corp.), Form of Public Warrant Agreement (M3-Brigade Acquisition III Corp.), Form of Public Warrant Agreement (M3-Brigade Acquisition III Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, or, in the case of the Founder Warrants, the delivery of definitive warrant certificates in physical form to the Warrant Agent, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in the form annexed hereto as Exhibit A, A with appropriate insertions, modifications and omissions, as provided above.
Appears in 3 contracts
Samples: Warrant Agreement (Santa Monica Media CORP), Warrant Agreement (Santa Monica Media CORP), Warrant Agreement (Santa Monica Media CORP)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original the initial issuance of the Warrants and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry Warrant certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Bookbook-Entry Warrant Certificateentry Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate which shall be in the form annexed hereto as Exhibit AA. Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the board of directors of the Company (the “Board”), Chief Executive Officer, President, Chief Financial Officer or the Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with appropriate insertions, modifications and omissions, the same effect as provided aboveif he or she had not ceased to be such at the date of issuance.
Appears in 3 contracts
Samples: Warrant Agreement (ALSP Orchid Acquisition Corp I), Warrant Agreement (ALSP Orchid Acquisition Corp I), Warrant Agreement (ALSP Orchid Acquisition Corp I)
Warrant Register. The Company (or its Warrant Agent Agent) shall maintain books register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”) ), in the name of the record Holder hereof from time to time. The Company may deem and treat the Holder of this Warrant as the absolute owner hereof for the registration purpose of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. To the extent this Warrant Agent by the Company. All of the Public Warrants is DTC eligible, this Warrant shall initially be represented by one or of more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Warrants deposited with The Depository Trust Company (the “Depositary”) DTC and registered in the name of Cede & Co., a nominee of the DepositaryDTC. Ownership of beneficial interests in the Public Book-Entry Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary by DTC or its nominee for each Book-Entry Warrant Certificate, or Warrant; (ii) by institutions that have accounts with the Depositary DTC (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Depositary Warrants are not DTC eligible as of the Original Issuance Date or DTC subsequently ceases to make its book-entry settlement system available for the Public Warrantsthis Warrant, the Company may instruct the Warrant Agent in writing regarding making other arrangements for book-entry settlementsettlement within ten (10) days after the DTC ceases to make its book-entry settlement available. In the event that the Public Warrants are Company does not make alternative arrangements for book-entry settlement within ten (10) days or this Warrant is not eligible for, or it is no longer necessary to have the Public Warrants this Warrant available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary DTC to deliver to the Warrant Agent for cancellation each Book-Entry Warrant CertificateWarrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary DTC definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided aboveWarrant.
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (Verb Technology Company, Inc.), Common Stock Purchase Warrant (Verb Technology Company, Inc.), Modular Medical, Inc.
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the such Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Public Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates in physical form evidencing such representing the Warrants (“Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 3 contracts
Samples: Warrant Agreement (Cazador Acquisition Corp Ltd.), Warrant Agreement (Cazador Acquisition Corp Ltd.), Warrant Agreement (Cazador Acquisition Corp Ltd.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are eligible for the book entry and depository services of The Depository Trust Company (“DTC Eligible”) as of the Public date of issuance (the “Issuance Date”), all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests represented by such direct registration. If the Depositary Warrants are not DTC Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlementsettlement within ten (10) days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates (“Warrant Certificates”) in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive Warrant Certificate Certificates shall be in substantially the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 3 contracts
Samples: Warrant Agreement (ImmunoCellular Therapeutics, Ltd.), Warrant Agreement (Viking Therapeutics, Inc.), Warrant Agreement (Viking Therapeutics, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with [The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary]. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Bookbook-Entry Warrant Certificateentry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 3 contracts
Samples: Warrant Agreement (Qomolangma Acquisition Corp.), Warrant Agreement (Qomolangma Acquisition Corp.), Warrant Agreement (Qomolangma Acquisition Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of the original issuance and the registration of any transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof Holders in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are “DTC Eligible” as of the Public Issuance Date, all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Depositary Warrants are not “DTC Eligible” as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making to make other arrangements for book-entry settlementsettlement within ten (10) Business Days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) Business Days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in substantially the form annexed attached hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 3 contracts
Samples: Warrant Agency Agreement (Genspera Inc), Form of Warrant Agreement (CNS Response, Inc.), Form of Warrant Agreement (Galectin Therapeutics Inc)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit AB, with appropriate insertions, modifications and omissions, as provided above.
Appears in 3 contracts
Samples: Warrant Agreement (Patria Latin American Opportunity Acquisition Corp.), Form of Warrant Agreement (Patria Latin American Opportunity Acquisition Corp.), Form of Warrant Agreement (Patria Latin American Opportunity Acquisition Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary). Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 3 contracts
Samples: Warrant Agreement (CCIF Acquisition Corp.), Warrant Agreement (CCIF Acquisition Corp.), Warrant Agreement (CCIF Acquisition Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a as nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 3 contracts
Samples: Warrant Assignment, Assumption and Amendment Agreement (SK Growth Opportunities Corp), Warrant Agreement (Tio Tech A), Warrant Agreement (Tio Tech A)
Warrant Register. The Warrant Agent shall maintain books (the “"Warrant Register”") for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “Depositary”"Depository") and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “"Participant”"). Prior to the Detachment Date (as defined below), Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, prior to the Detachment Date, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrant included in such Unit. From and after the Detachment Date, these transfer restrictions shall be of no further force and effect. If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrants. A Book-Entry Warrant Certificate may be exchanged for a new Book-Entry Warrant Certificate”), or one or more new Book-Entry Warrant Certificates may be issued, to reflect the issuance by the Company of additional Warrants. Such Definitive To effect such an exchange, the Company shall deliver to the Warrant Agent one or more new Book-Entry Warrant Certificates duly executed on behalf of the Company. The Warrant Agent shall authenticate each new Book-Entry Warrant Certificate and shall be deliver each new Book-Entry Warrant Certificate to the Depository. The Warrant Agent shall cancel each Book-Entry Warrant Certificate delivered to it by the Depository in exchange for each new Book-Entry Warrant Certificate it delivers to the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided aboveDepository.
Appears in 3 contracts
Samples: Form of Warrant Agreement (Taliera CORP), Form of Warrant Agreement (Taliera CORP), Form of Warrant Agreement (Taliera CORP)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of the original issuance and the registration of transfer transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All Except as provided in this Section 2.3.1, upon the initial issuance of the Public Warrants, to the extent the Warrants are DTC eligible as of such date, all of the Warrants shall initially be represented by one or more Warrant Certificates reflecting book-entry certificates of ownership (each, each a “Book-Entry Warrant Certificate”) ), deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that request such direct registration. If the Depositary Warrants are not DTC-eligible at the issuance date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlementsettlement within ten (10) Business Days (as defined below) after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) Business Days, or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrants. At the request of any Holder of Warrants, submitted to the Warrant Certificate”). Such Definitive Agent via the Depositary as the initial Registered Holder as to Book-Entry Warrants, the Warrant Certificate Agent shall be deliver to such purchaser definitive Warrant Certificates in physical form, registered in the form annexed hereto as Exhibit Aname of such purchaser, with appropriate insertions, modifications and omissions, as provided aboveevidencing the Warrants purchased by such Holder.
Appears in 3 contracts
Samples: Warrant Agreement (Hancock Jaffe Laboratories, Inc.), Warrant Agreement (Hancock Jaffe Laboratories, Inc.), Warrant Agreement (Hancock Jaffe Laboratories, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the such Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with written instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Public Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct provide written instructions to the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Company shall provide written instructions to the Warrant Agent to, and the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct provide written instructions to the Warrant Agent to countersign and deliver to the Depositary Depository definitive certificates in physical form evidencing such representing the Warrants (“Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 3 contracts
Samples: Warrant Agreement (Sidhu Special Purpose Capital Corp.), Warrant Agreement (Sidhu Special Purpose Capital Corp.), Sponsor Unit Purchase Agreement (Sidhu Special Purpose Capital Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) “), for the registration of the original issuance and the registration of transfer transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All Except as provided in this Section 2.3.1, upon the initial issuance of the Public Warrants, to the extent the Warrants are DTC eligible as of such date, all of the Warrants shall initially be represented by one or more Warrant Certificates reflecting book-entry certificates of ownership (each, each a “Book-Entry Warrant Certificate”) ), deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that request such direct registration. If the Depositary Warrants are not DTC-eligible at the issuance date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlementsettlement within ten (10) business days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) business days, or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrants. At the request of any Holder of Warrants, submitted to the Warrant Certificate”). Such Definitive Agent via the Depositary as the initial Registered Holder as to Book-Entry Warrants, the Warrant Certificate Agent shall be deliver to such purchaser definitive Warrant Certificates in physical form, registered in the form annexed hereto as Exhibit Aname of such purchaser, with appropriate insertions, modifications and omissions, as provided aboveevidencing the Warrants purchased by such Holder.
Appears in 3 contracts
Samples: Warrant Agreement (Ener-Core Inc.), Warrant Agreement (Ener-Core Inc.), Warrant Agreement (Ener-Core Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate Certificates shall be in the form annexed hereto as Exhibit A, A with appropriate insertions, modifications and omissions, as provided above.
Appears in 3 contracts
Samples: Warrant Agreement (GEF Acquisition Corp), Warrant Agreement (Double Eagle Acquisition Corp.), Warrant Agreement (Double Eagle Acquisitions Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate Certificates shall be in the form annexed hereto as Exhibit A, B with appropriate insertions, modifications and omissions, as provided above.
Appears in 3 contracts
Samples: Warrant Agreement (CF Corp), Form of Warrant Agreement (CF Corp), Form of Warrant Agreement (CF Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed attached hereto as Exhibit AB, with appropriate insertions, modifications and omissions, as provided above.
Appears in 3 contracts
Samples: Warrant Agreement (M3-Brigade Acquisition v Corp.), Warrant Agreement (M3-Brigade Acquisition v Corp.), Warrant Agreement (M3-Brigade Acquisition v Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in the form annexed hereto as Exhibit A, A with appropriate insertions, modifications and omissions, as provided above.
Appears in 3 contracts
Samples: Warrant Agreement (Santa Monica Media CORP), Warrant Agreement (Santa Monica Media CORP), Warrant Agreement (Santa Monica Media CORP)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates representing the Warrants (“Definitive Warrant Certificates”) in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in the form annexed hereto as Exhibit AA or Exhibit B, as applicable, with appropriate insertions, modifications and omissions, as provided above.
Appears in 3 contracts
Samples: Warrant Agreement (Liberty Acquisition Holdings Corp.), Warrant Agreement (Liberty Acquisition Holdings Corp.), Warrant Agreement (Liberty Acquisition Holdings Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of the original issuance and the registration of transfer transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All Except as provided in this Section 2.3.1, upon the initial issuance of the Public Warrants, to the extent the Warrants are DTC eligible as of such date, all of the Warrants shall initially be represented by one or more Warrant Certificates reflecting book-entry certificates of ownership (each, each a “Book-Entry Warrant Certificate”) ), deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that request such direct registration. If the Depositary Warrants are not DTC-eligible at the issuance date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlementsettlement within ten (10) Business Days (as defined below) after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) Business Days, or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions, upon receipt of instructions from the Company, to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Holder definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided aboveWarrants.
Appears in 3 contracts
Samples: Warrant Agent Agreement (Intensity Therapeutics, Inc.), Warrant Agent Agreement (Biofrontera Inc.), Warrant Agent Agreement (Biofrontera Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the original issuance and the registration of transfer transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants in book-entry form shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with The Depository Trust Company (the Depositary “Depositary”) (each such institution, with respect to a Warrant in its account, a “Participant”)) or its nominee. If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Bookbook-Entry Warrant Certificateentry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate which shall be in the form annexed hereto as Exhibit AA. Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with appropriate insertions, modifications and omissions, the same effect as provided aboveif he or she had not ceased to be such at the date of issuance.
Appears in 2 contracts
Samples: Warrant Agreement (First Light Acquisition Group, Inc.), Warrant Agreement (First Light Acquisition Group, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the original issuance and the registration of transfer transfers of the Warrants. Upon the initial issuance of the Warrants, at the Company’s written request, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with the instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are DTC eligible as of the Public date of issuance (the “Issuance Date”), all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Warrants deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Book-Entry Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or Warrant; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Depositary Warrants are not DTC Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlementsettlement within ten (10) days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant CertificateWarrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository, at the expense of the Company, definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in substantially the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 2 contracts
Samples: Warrant Agent Agreement (Therapix Biosciences Ltd.), Warrant Agent Agreement (Therapix Biosciences Ltd.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the original issuance and the registration of any transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof Holders in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are DTC eligible as of the Public Issuance Date, all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, ; or (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary Warrants are not DTC Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making to make other arrangements for book-entry settlementsettlement within ten (10) Business Days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) Business Days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive warrant certificates in physical form evidencing such Warrants (the “Definitive Warrant Certificates”; each of the Book-Entry Warrant Certificates and the Definitive Warrant Certificates is referred to herein as a “Warrant Certificate”). Such Definitive Warrant Certificate certificates shall be in substantially the form annexed attached hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 2 contracts
Samples: Warrant Agreement (WaferGen Bio-Systems, Inc.), Warrant Agreement (WaferGen Bio-Systems, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the such Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Public Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates in physical form evidencing such Warrants (“Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.
Appears in 2 contracts
Samples: Warrant Agreement (iStar Acquisition Corp.), Warrant Agreement (iStar Acquisition Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the The Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant CertificateCertificates”). Such Definitive Warrant Certificate ) which shall be in the form annexed hereto as Exhibit AA. Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, any one of the Co-Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with appropriate insertions, modifications and omissions, the same effect as provided aboveif he or she had not ceased to be such at the date of issuance.
Appears in 2 contracts
Samples: Warrant Agreement (Trinity Acquisition Corp.), Warrant Agreement (Trinity Acquisition Corp.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the WarrantsWarrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided aboveherein.
Appears in 2 contracts
Samples: Warrant Agreement (Music Acquisition Corp), Warrant Agreement (Music Acquisition Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the CompanyCompany or its representatives. All To the extent the Warrants are “DTC Eligible” as of the Public issuance date, all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership Notwithstanding any provision herein to the contrary, ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry direct registration system (DRS) records of the Warrant Agent, as evidenced by statements issued by the Warrant Agent from time to time to the holders of direct registration securities reflecting such book-entry direct registration ownership. If the Depositary Warrants are not “DTC Eligible” as of the issuance date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making to make other arrangements for book-entry settlementsettlement within ten (10) days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in substantially the form annexed attached hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 2 contracts
Samples: Warrant Agreement (Opexa Therapeutics, Inc.), Warrant Agreement (Opexa Therapeutics, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with The Depository Trust Company (the Depositary (each such institution, with respect to a Warrant in its account, a “ParticipantDepository”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Bookbook-Entry Warrant Certificateentry Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate which shall be in the form annexed hereto as Exhibit A, A with appropriate insertions, modifications and omissions, as provided aboveabove (including for the avoidance of doubt the deletion of the legend set forth on the face of the form annexed hereto as Exhibit A). CM Bermuda Limited shall have the right to hold its Warrants in certificated form and upon delivery of a written request to the Company to hold its Warrants in certificated form, the Company shall cause such Registered Holders book-entry Warrants to be cancelled and in exchange therefor receive definitive certificates in physical form evidencing such Warrants which shall be in the form annexed hereto as Exhibit A with appropriate insertions, modifications and omissions, as provided above (including for the avoidance of doubt the deletion of the legend set forth on the face of the form annexed hereto as Exhibit A).
Appears in 2 contracts
Samples: Warrant Agreement (Third Point Reinsurance Ltd.), Warrant Agreement (Sirius International Insurance Group, Ltd.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with written instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are DTC eligible as of the Public Issuance Date, all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Depositary Warrants are not DTC Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlementsettlement within ten (10) days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Company shall instruct the Warrant Agent shall in writing to, and upon receipt of such written instructions the Warrant Agent shall, provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in substantially the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 2 contracts
Samples: Vuzix Corporation Warrant Agency Agreement (Vuzix Corp), Vuzix Corporation Warrant Agency Agreement (Vuzix Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, A with appropriate insertions, modifications and omissions, as provided above.
Appears in 2 contracts
Samples: Warrant Agreement (Dune Acquisition Corp), Warrant Agreement (Dune Acquisition Corp)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of the original issuance and the registration of any transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof Holders in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All To the extent the Warrants are “DTC Eligible” as of the Public Issuance Date, all of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository, subject to the right of each Holder to request that his, her, or its Warrant be issued in certificated form. Ownership of beneficial interests in the Public Warrants Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) by the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or ; (ii) by institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Depositary Warrants are not “DTC Eligible” as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making to make other arrangements for book-entry settlementsettlement within ten (10) Business Days after the Depository ceases to make its book-entry settlement available. In the event that the Public Company does not make alternative arrangements for book-entry settlement within ten (10) Business Days or the Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in substantially the form annexed attached hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.A.
Appears in 2 contracts
Samples: Warrant Agreement (NXT-Id, Inc.), Warrant Agreement (NXT-Id, Inc.)
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) ), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) Certificates deposited with The the Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., a nominee of the DepositaryDepository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary Depository (each such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary Depository definitive certificates Warrant Certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”)Warrants. Such Definitive definitive Warrant Certificate Certificates shall be in the form annexed hereto as Exhibit A, A with appropriate insertions, modifications and omissions, as provided above.
Appears in 2 contracts
Samples: Warrant Agreement (Ad.Venture Partners, Inc.), Warrant Agreement (Ad.Venture Partners, Inc.)