Warrant Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided (the “Warrant Register”). At the option of the Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent shall be deemed satisfied if it receives a certificate from the Company stating that all required taxes and governmental charges have been paid.
Appears in 7 contracts
Samples: Warrant Agreement (General Growth Properties, Inc.), Warrant Agreement (Pershing Square Capital Management, L.P.), Warrant Agreement (Howard Hughes Corp)
Warrant Transfer Books. The Warrant Agent will maintain an office (the “Corporate Agency Office”) in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is Computershare Trust Company, N.A., 500 Xxxxxxxxxx Xxxx. — Sxxxx 0000, Xxxxxx Xxxx, X.X. 00000, on the date hereof. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a warrant register (the “Warrant Register”) in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided provided. Subject to Section 2.4, upon surrender for registration of transfer of any Warrant Certificate at the Corporate Agency Office, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. Subject to Section 2.4, (the “Warrant Register”). At i) at the option of the Holder, Warrant Certificates may be exchanged at such office, and the office of the Warrant Agent upon payment of the charges hereinafter provided. Whenever provided for other Warrant Certificates evidencing a like aggregate number of Warrants and (ii) whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Subject to Section 2.4, every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a The Warrant Certificate is transferred in the Warrant RegisterAgent shall, upon request of the Company from time to time, deliver to the Company such reports of registered ownership of the Warrants and such records of transactions with respect to the Warrants and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered Shares as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificatesrequest. The Warrant Agent shall have no duty under this Section also make available to the Company for inspection by the Company’s agents or any Section employees, from time to time as the Company may request, such original books of this Agreement requiring accounts and records maintained by the payment Warrant Agent in connection with the issuance and exercise of taxes and other governmental charges unless and until it is satisfied that all Warrants hereunder, such taxes and/or governmental charges have been paidinspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent shall be deemed satisfied if it receives a certificate keep copies of this Agreement and any notices given to Holders hereunder available for inspection by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Company stating that all required taxes and governmental charges have been paidWarrant Agent may request.
Appears in 4 contracts
Samples: Warrant Agreement (Quintana Maritime LTD), Warrant Agreement (Marshall Edwards Inc), Warrant Agreement (Marshall Edwards Inc)
Warrant Transfer Books. The Warrant Certificates shall be issued in registered form only. Subject to Section 3.05:
(a) The Company shall cause to be kept keep at the office its principal place of the Warrant Agent designated for such purpose business a register in which, subject to such reasonable regulations as it may prescribe, which the Company shall provide for the registration of Warrant Certificates and of transfers or any exchanges of Warrant Certificates as herein provided provided.
(the “Warrant Register”). b) At the option of the Holder, Warrant Certificates may be exchanged at such office, office and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, execute and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, deliver the Warrant Certificates that the Holder making the exchange is entitled to receive. .
(c) All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. .
(d) Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise reasonably satisfactory to the Warrant AgentCompany, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. .
(e) No service charge shall be made to a Holder for any registration of transfer or exchange of any Warrant Certificates. The , and the Company may require payment of a sum sufficient to cover shall pay any tax taxes or other governmental charge charges that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The .
(f) Any Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent Certificate when duly endorsed in blank shall be deemed satisfied if it receives negotiable and when a certificate from Warrant Certificate shall have been so endorsed, the Holder thereof may be treated by the Company stating that and all required taxes other Persons dealing therewith as the absolute owner thereof for any purpose and governmental charges have been paidas the Person entitled to exercise the rights represented thereby.
Appears in 3 contracts
Samples: Warrant and Registration Rights Agreement, Warrant and Registration Rights Agreement (Zale Corp), Warrant and Registration Rights Agreement (Z Investment Holdings, LLC)
Warrant Transfer Books. The Warrant Agent will maintain an office in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is located at 2001 Ross Avenue, Suite 2700, Dallas, Texas, 75201, Attention: John Sxxxxxxxx, xx the date of this Agreement. The Warrant Agent will xxxx xxxxxx xritten notice to all Holders of any change in the location of such office. The Warrant Certificates shall evidencing the Warrants will be issued in registered form only. The Company shall will cause to be kept at the office of the Warrant Agent designated for such purpose a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide Warrant Register for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided in this Agreement and subject to such reasonable regulations as the Warrant Agent may prescribe and such regulations as may be prescribed by law. Subject to paragraph 2.4 of this Agreement, on surrender for registration of the transfer of any Warrant Certificate at the Corporate Agency Office, the Company will execute, and the Warrant Agent will countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. Subject to paragraph 2.4: (the “Warrant Register”). At a) at the option of the Holder, Warrant Certificates may be exchanged at such office, and upon the office of the Warrant Agent on payment of the charges hereinafter provided. Whenever provided for other Warrant Certificates evidencing a like number of Warrants; and (b) whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, will execute and the Warrant Agent shall countersign, will countersign and deliver Warrant Certificates of the same tenor and evidencing the same number of Warrants as evidenced by manual or facsimile signature, and deliver, the Warrant Certificates that surrendered by the Holder making the exchange is entitled to receiveHolder. All Warrant Certificates issued upon on any registration of transfer or exchange of Warrant Certificates shall will be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Subject to paragraph 2.4 of this Agreement, every Warrant Certificate surrendered for registration of transfer or exchange shall will (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writingthereof. Until a The Warrant Certificate is transferred in Agent will, on request of the Company from time to time, deliver to the Company such reports of registered ownership of the Warrants and such records of transactions with respect to the Warrants and the Warrant Register, Shares as the Company may request. The Warrant Agent will also make available to the Company for inspection by the Company's agents or employees, from time to time as the Company may request, such original books and accounts and records maintained by the Warrant Agent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent will keep copies of this Agreement and any notices given to Holders hereunder available for inspection by the Holders during normal business hours at the Corporate Agency Office. The Company will supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent shall be deemed satisfied if it receives a certificate from the Company stating that all required taxes and governmental charges have been paidrequest.
Appears in 3 contracts
Samples: Master Warrant Agreement (Seven Seas Petroleum Inc), Master Warrant Agreement (Seven Seas Petroleum Inc), Master Warrant Agreement (Seven Seas Petroleum Inc)
Warrant Transfer Books. The Warrant Agent will maintain an office or offices (the “Corporate Agency Office”) in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is 0000 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, Attn: Corporate Actions on the Original Issue Date. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of Corporate Agency Office a warrant register (the “Warrant Agent designated for such purpose a register Register”) in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates Warrants and of transfers or exchanges of Warrants as herein provided. Upon surrender for registration of transfer of any Warrant Certificate at the Corporate Agency Office, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates as herein provided (the “Warrant Register”)evidencing a like aggregate number of Warrants. At the option of the Holder, Warrant Certificates may be exchanged at such office, and the Corporate Agency Office upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be be: (i) duly endorsedendorsed and containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, or (ii) be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing, also containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. Until a Warrant Certificate is transferred In addition, in connection with any transfer, the Warrant Register, Agent or the Company may request a written opinion of counsel reasonably acceptable to the Company or the Warrant Agent, as applicable, that such transfer is in compliance with the Securities Act and application state securities or “blue sky” laws. Further, to effect such transfer or exchange, all other necessary information or documentation shall be provided as the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciaryreasonably request. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Warrants; provided, however, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall not have no any duty or obligation to take any action under this Section or any Section section of this Agreement requiring that requires the payment of taxes and other governmental and/or charges unless and until it is satisfied that all such taxes and/or governmental charges payments have been paidmade. The Warrant Agent shall, upon request and at the expense of the Company from time to time, deliver to the Company such reports of registered ownership of the Warrants and such records of transactions with respect to the Warrants and the shares of Common Stock as the Company may request. The Warrant Agent shall, upon reasonable advance notice, also make available to the Company for inspection by the Company’s agents or employees, from time to time as the Company may request, such books of accounts and records maintained by the Warrant Agent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent shall be deemed satisfied if it receives a certificate keep copies of this Agreement and any notices given to Holders hereunder available for inspection, upon reasonable advance notice, by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Company stating that all required taxes and governmental charges have been paidWarrant Agent may request.
Appears in 3 contracts
Samples: Warrant Agreement (Bonanza Creek Energy, Inc.), Warrant Agreement (Extraction Oil & Gas, Inc.), Warrant Agreement (Extraction Oil & Gas, Inc.)
Warrant Transfer Books. The Warrant Certificates shall be issued in registered form only. Subject to Section 3.05:
(a) The Company shall cause to be kept keep at the office its principal place of the Warrant Agent designated for such purpose business a register in which, subject to such reasonable regulations as it may prescribe, which the Company shall provide for the registration of Warrant Certificates and of any exchanges or transfers or exchanges of Warrant Certificates as herein provided provided.
(the “Warrant Register”). b) At the option of the Holder, Warrant Certificates may be exchanged at such office, office and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, execute and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, deliver the Warrant Certificates that the Holder making the exchange is entitled to receive. .
(c) All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. .
(d) Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise reasonably satisfactory to the Warrant AgentCompany, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. .
(e) No service charge shall be made to a Holder for any registration of transfer or exchange of any Warrant Certificates. The , and the Company may require payment of a sum sufficient to cover shall pay any tax taxes or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Warrant Certificates. The .
(f) Any Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent Certificate when duly endorsed in blank shall be deemed satisfied if it receives negotiable and when a certificate from Warrant Certificate shall have been so endorsed, the Holder thereof may be treated by the Company stating that and all required taxes other Persons dealing therewith as the absolute owner thereof for any purpose and governmental charges have been paidas the Person entitled to exercise the rights represented thereby.
Appears in 2 contracts
Samples: Warrant and Registration Rights Agreement (ARRIS International PLC), Warrant and Registration Rights Agreement (ARRIS International PLC)
Warrant Transfer Books. The Warrant Agent will maintain an office or offices (the “Corporate Agency Office”) in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is 00 Xxxxxxxx Xxx, Xxxxxxxx, XX 00000, Attn: Corporate Actions Department. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of Corporate Agency Office a warrant register (the “Warrant Agent designated for such purpose a register Register”) in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates Warrants and of transfers or exchanges of Warrants as herein provided. Upon surrender for registration of transfer of any Warrant Certificate at the Corporate Agency Office, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates as herein provided (the “Warrant Register”)evidencing a like aggregate number of Warrants. At the option of the Holder, Warrant Certificates may be exchanged at such office, and the Corporate Agency Office upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be be: (i) duly endorsedendorsed and containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, or (ii) be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing, also containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. Until a Warrant Certificate is transferred In addition, in connection with any transfer, the Warrant Register, Agent or the Company may request a written opinion of counsel reasonably acceptable to the Company or the Warrant Agent, as applicable, that such transfer is in compliance with the Securities Act and application state securities or “blue sky” laws. Further, to effect such transfer or exchange, all other necessary information or documentation shall be provided as the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciaryreasonably request. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Warrants; provided, however, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall not have no any duty or obligation to take any action under this Section or any Section section of this Agreement requiring that requires the payment of taxes and other governmental and/or charges unless and until it is satisfied that all such taxes and/or governmental charges payments have been paidmade. The Warrant Agent shall, upon request and at the expense of the Company from time to time, deliver to the Company such reports of registered ownership of the Warrants and such records of transactions with respect to the Warrants and the shares of Common Stock as the Company may request. The Warrant Agent shall, upon reasonable advance notice, also make available to the Company for inspection by the Company’s agents or employees, from time to time as the Company may request, such books of accounts and records maintained by the Warrant Agent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during the Warrant Agent’s normal business hours. The Warrant Agent shall be deemed satisfied if it receives a certificate keep copies of this Agreement and any notices given to Holders hereunder available for inspection, upon reasonable advance notice, by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Company stating that all required taxes and governmental charges have been paidWarrant Agent may request.
Appears in 2 contracts
Samples: Warrant Agreement (Civitas Resources, Inc.), Warrant Agreement (Civitas Resources, Inc.)
Warrant Transfer Books. The Warrant Certificates Agent will maintain an office or offices (the “Corporate Agency Office”) in the United States of America, where Warrants may be surrendered for registration of transfer or exchange and where Warrants may be surrendered for exercise of Warrants, which office 0000 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 on the Original Issue Date. The Warrant Agent will give prompt written notice to all Holders of any change in the location of such office. The Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of the Corporate Agency Office a Warrant Agent designated for such purpose a register Register in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates Warrants and of transfers or exchanges of Warrant Certificates Warrants as herein provided (the “Warrant Register”). At the option of the Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates Book-Entry Warrants issued upon any registration of transfer or exchange of Warrant Certificates Book- Entry Warrants shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates Book-Entry Warrants surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Warrants; provided, however, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificatesexchange. The Warrant Agent shall not have no any duty or obligation to take any action under this Section or any Section section of this Agreement requiring that requires the payment of taxes and other governmental and/or charges unless and until it is satisfied that all such taxes and/or governmental charges payments have been paidmade. The Warrant Agent shall, upon request and at the expense of the Company from time to time, deliver to the Company such reports of registered ownership of the Warrants and such records of transactions with respect to the Warrants and the Common Units as the Company may reasonably request. The Warrant Agent shall, upon reasonable advance notice, also make available to the Company for inspection by the Company’s agents or employees, from time to time as the Company may reasonably request, such books of accounts and records maintained by the Warrant Agent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent shall be deemed satisfied if it receives a certificate keep copies of this Agreement and any notices given to Holders hereunder available for inspection, upon reasonable advance notice, by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Company stating that all required taxes and governmental charges have been paidWarrant Agent may request.
Appears in 2 contracts
Samples: Warrant Agreement, Warrant Agreement
Warrant Transfer Books. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a register the Warrant Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided (the “Warrant Register”)provided. At the option of the Holder, Warrant Certificates may be exchanged at such office, and the office of the Warrant Agent upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates of the same tenor and evidencing the same number of Warrants that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The ; provided, however, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Any Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent Certificate when duly endorsed in blank shall be deemed satisfied if it receives negotiable and when a certificate from Warrant Certificate shall have been so endorsed, the Holder thereof may be treated by the Company, the Warrant Agent and all other Persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company stating that maintained by the Warrant Agent, any notice to the contrary notwithstanding; but until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder thereof as the owner for all required taxes and governmental charges have been paidpurposes.
Appears in 2 contracts
Samples: Warrant Agreement (Rf Monolithics Inc /De/), Warrant Agreement (Rf Monolithics Inc /De/)
Warrant Transfer Books. The Warrant Agent will maintain an office (the “Corporate Agency Office”) in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is 000 Xxxxxx Xxxxxx, Canton MA, 02021, on the Original Issuance Date. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a warrant register (the “Warrant Register”) in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided (provided. Upon surrender for registration of transfer of any Warrant Certificate at the “Corporate Agency Office, the Company shall execute, and the Warrant Register”)Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. At the option of the Holder, Warrant Certificates may be exchanged at such office, and the Corporate Agency Office upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until The requirements for such transfer or for exchanges to be issued in a Warrant Certificate is transferred name other than the registered holder shall include, inter alia, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciaryAgent. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The ; provided, however, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section or any Section shall, upon request of this Agreement requiring the payment Company from time to time, deliver to the Company such reports of taxes registered ownership of the Warrants and other governmental charges unless such records of transactions with respect to the Warrants and until it is satisfied that all such taxes and/or governmental charges have been paidthe shares of Common Stock as the Company may request. The Warrant Agent shall be deemed satisfied if it receives a certificate from also make available to the Company stating that all required taxes for inspection by the Company’s agents or employees, from time to time as the Company may request, such original books of accounts and governmental charges have been paidrecords maintained by the Warrant Agent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent shall keep copies of this Agreement and any notices given to Holders hereunder available for inspection by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agency may request.
Appears in 2 contracts
Samples: Warrant Agreement (Talbots Inc), Warrant Agreement (Talbots Inc)
Warrant Transfer Books. The Warrant Agent will maintain an office or offices (the “Corporate Agency Office”) in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is 000 Xxxxxx Xxxxxx, Canton, MA. 02021, Attn: Corporate Actions on the Original Issue Date. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of Corporate Agency Office a warrant register (the “Warrant Agent designated for such purpose a register Register”) in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates Warrants and of transfers or exchanges of Warrants as herein provided. Upon surrender for registration of transfer of any Warrant Certificate at the Corporate Agency Office, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates as herein provided (the “Warrant Register”)evidencing a like aggregate number of Warrants. At the option of the Holder, Warrant Certificates may be exchanged at such office, and the Corporate Agency Office upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be be: (i) duly endorsedendorsed and containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, or (ii) be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing, also containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. Until a Warrant Certificate is transferred In addition, in connection with any transfer, the Warrant Register, Agent or the Company may request a written opinion of counsel reasonably acceptable to the Company or the Warrant Agent, as applicable, that such transfer is in compliance with the Securities Act and application state securities or “blue sky” laws. Further, to effect such transfer or exchange, all other necessary information or documentation shall be provided as the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciaryreasonably request. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Warrants; provided, however, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall not have no any duty or obligation to take any action under this Section or any Section section of this Agreement requiring that requires the payment of taxes and other governmental and/or charges unless and until it is satisfied that all such taxes and/or governmental charges payments have been paidmade. The Warrant Agent shall, upon request and at the expense of the Company from time to time, deliver to the Company such reports of registered ownership of the Warrants and such records of transactions with respect to the Warrants and the shares of Common Stock as the Company may request. The Warrant Agent shall, upon reasonable advance notice, also make available to the Company for inspection by the Company’s agents or employees, from time to time as the Company may request, such books of accounts and records maintained by the Warrant Agent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent shall be deemed satisfied if it receives a certificate keep copies of this Agreement and any notices given to Holders hereunder available for inspection, upon reasonable advance notice, by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Company stating that all required taxes and governmental charges have been paidWarrant Agent may request.
Appears in 2 contracts
Samples: Warrant Agreement (Whiting Petroleum Corp), Warrant Agreement (Whiting Petroleum Corp)
Warrant Transfer Books. The Warrant Certificates shall be issued in registered form only. (a) The Company shall cause to be kept keep at the office its principal place of the Warrant Agent designated for such purpose business a register in which, subject to such reasonable regulations as it may prescribe, which the Company shall provide for the registration of Warrant Certificates and of transfers or any exchanges of Warrant Certificates as herein provided provided.
(the “Warrant Register”). b) At the option of the HolderHolder of a Warrant Certificate, a Warrant Certificates Certificate may be transferred or exchanged at such office, office and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are Certificate is so surrendered for exchange, the Company shall execute, execute and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, deliver the Warrant Certificates that the Holder making the transfer or exchange is entitled to receive. All .
(c) Subject to the requirements of this Section 5.1 and Section 8.1, all Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and any such Holder shall be entitled to the same benefits benefits, and subject to the same obligations, of the Warrant Holder under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. .
(d) Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise reasonably satisfactory to the Warrant AgentCompany, properly completed and duly executed by the Holder thereof or his his, her or its attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. .
(e) No service or similar charge shall be made to owed by a Holder to the Company for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover ; provided, however, that any tax or other governmental charge Taxes that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Certificates shall be paid by the applicable Holder making such transfer or exchange of Warrant Agent shall have no duty under Certificates (and not for the avoidance of doubt the Company).
(f) Subject to the requirements of this Section or 5.1 and Section 8.1, any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent Certificate when duly endorsed in blank shall be deemed satisfied if it receives negotiable and when a certificate from Warrant Certificate shall have been so endorsed, the Holder thereof may be treated by the Company stating that and all required taxes other Persons dealing therewith as the absolute owner thereof for any purpose and governmental charges have been paidas the Person entitled to exercise the rights represented thereby.
Appears in 2 contracts
Samples: Warrant Agreement (Prosper Funding LLC), Warrant Agreement (Prosper Funding LLC)
Warrant Transfer Books. The Company will maintain a Corporate Office where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby. The Company will give prompt written notice to all Holders of Warrant Certificates of any change in the location of the Corporate Office. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of Corporate Office a warrant register (the "Warrant Agent designated for such purpose a register Register") in which, subject to such reasonable regulations as it the Company may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided provided. Subject to Section 2.4, upon surrender for registration of transfer of any Warrant Certificate at the Corporate Office, the Company shall execute and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. Subject to Section 2.4, (the “Warrant Register”). At i) at the option of the Holder, Warrant Certificates may be exchanged at such office, and the Corporate Office upon payment of the charges hereinafter provided. Whenever herein provided for other Warrant Certificates evidencing a like aggregate number of Warrants and (ii) whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, execute and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, deliver the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Subject to Section 2.4, every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant AgentCompany, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent shall be deemed satisfied if it receives a certificate from the Company stating that all required taxes and governmental charges have been paid.
Appears in 2 contracts
Samples: Warrant Agreement (Conrad Industries Inc), Warrant Agreement (Conrad Industries Inc)
Warrant Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the its principal office of the Warrant Agent designated for such purpose a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of this Warrant Certificates Certificate and of transfers or exchanges of this Warrant Certificates Certificate as herein provided (the “Warrant Register”)provided. At the option of the Holder, this Warrant Certificates Certificate may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any this Warrant Certificates are Certificate is so surrendered for exchange, the Company shall execute, execute and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, deliver the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of this Warrant Certificates Certificate shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreementbenefits, as the Warrant Certificates Certificate surrendered for such registration of transfer or exchange. Every If this Warrant Certificate is surrendered for registration of transfer or exchange it shall (if so required by the Company or the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant AgentCompany, properly completed and duly executed by the Holder thereof hereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a the Holder for any registration of transfer or exchange of this Warrant CertificatesCertificate. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of this Warrant CertificatesCertificate. The Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent Certificate when duly endorsed in blank shall be deemed satisfied if it receives a certificate from negotiable and when this Warrant Certificate shall have been so endorsed, the Holder hereof may be treated by the Company stating that and all required taxes other persons dealing therewith as the absolute owner hereof for any purpose and governmental charges have as the Person entitled to exercise the rights represented hereby, or to the transfer hereof on the register of the Company, any notice to the contrary notwithstanding; but until such transfer on such register, the Company shall treat the registered Holder hereof as the owner for all purposes. No such transfer shall be registered until the Company has been paidsupplied with the aforementioned instruments of transfer and any other such documentation as the Company may reasonably require.
Appears in 2 contracts
Samples: Line of Credit Agreement (Lucy Scientific Discovery, Inc.), Line of Credit Agreement (Lucy Scientific Discovery, Inc.)
Warrant Transfer Books. The Warrant Agent will maintain an office or offices (the “Corporate Agency Office”) in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is 00 Xxxxxxxx Xxx, Xxxxxxxx, XX 00000 on the Original Issue Date. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office or offices of the Warrant Agent designated for such purpose a warrant register (the “Warrant Register”) in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided (provided. Upon surrender for registration of transfer of any Warrant Certificate at the “Corporate Agency Office, the Company shall execute, and the Warrant Register”)Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. At the option of the Holder, Warrant Certificates may be exchanged at such office, and the office or offices of the Warrant Agent upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be be: (i) duly endorsedendorsed and containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, or (ii) be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing, also containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. Until a Warrant Certificate is transferred in the Warrant RegisterFurther, the Company and to effect such transfer or exchange, all other necessary information or documentation shall be provided as the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciaryreasonably request. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The ; provided, however, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section shall, upon request of the Company from time to time, deliver to the Company such reports of registered ownership of the Warrants and such records of transactions with respect to the Warrants and the shares of Common Stock as the Company may reasonably request. The Warrant Agent shall, upon reasonable advance notice, also make available to the Company for inspection by the Company’s agents or any Section employees, from time to time as the Company may reasonably request, such original books of this Agreement requiring accounts and records maintained by the payment Warrant Agent in connection with the issuance and exercise of taxes and other governmental charges unless and until it is satisfied that all Warrants hereunder, such taxes and/or governmental charges have been paidinspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent shall be deemed satisfied if it receives a certificate keep copies of this Agreement and any notices given to Holders hereunder available for inspection, upon reasonable advance notice, by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Company stating that all required taxes and governmental charges have been paidWarrant Agent may request.
Appears in 2 contracts
Samples: Warrant Agreement (Denbury Inc), Warrant Agreement (Denbury Inc)
Warrant Transfer Books. The Warrant Certificates shall be issued in registered form only. (a) Subject to Section 3.5:
(i) The Company shall cause to be kept keep at the office its principal place of the Warrant Agent designated for such purpose business a register in which, subject to such reasonable regulations as it may prescribe, which the Company shall provide for the registration of Warrant Certificates and of transfers or any exchanges of Warrant Certificates as herein provided provided.
(the “Warrant Register”). ii) At the option of the Holder, Warrant Certificates may be exchanged at such office, office and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, execute and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, deliver the Warrant Certificates that the Holder making the exchange is entitled to receive. .
(iii) All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. .
(iv) Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant AgentCompany, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. .
(v) No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The , and the Company may require payment of a sum sufficient to cover shall pay any tax taxes or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The .
(vi) Any Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent Certificate when duly endorsed in blank shall be deemed satisfied if it receives negotiable and when a certificate from Warrant Certificate shall have been so endorsed, the Holder thereof may be treated by the Company stating that and all required taxes other Persons dealing therewith as the absolute owner thereof for any purpose and governmental charges have been paidas the Person entitled to exercise the rights represented thereby.
Appears in 2 contracts
Samples: Warrant and Registration Rights Agreement (Quiksilver Inc), Warrant and Registration Rights Agreement (Quiksilver Inc)
Warrant Transfer Books. The Warrant Certificates shall be issued in registered form only. (a) The Company shall cause to be kept keep at the office its principal place of the Warrant Agent designated for such purpose business a register in which, subject to such reasonable regulations as it may prescribe, which the Company shall provide for the registration of Warrant Certificates and of transfers or any exchanges of Warrant Certificates as herein provided provided.
(the “Warrant Register”). b) At the option of the Holder, Warrant Certificates may be exchanged at such office, office and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, execute and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, deliver the Warrant Certificates that the Holder making the exchange is entitled to receive. .
(c) All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreementbenefits, as the Warrant Certificates surrendered for such registration of transfer or exchange. .
(d) Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise reasonably satisfactory to the Warrant AgentCompany, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. .
(e) No service charge shall be made to a payable by the Holder for any registration of transfer or exchange of this Warrant Certificates. The Certificate, and the Company may require payment of a sum sufficient to cover shall pay any tax taxes or other governmental charge charges that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The .
(f) This Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent Certificate when duly endorsed in blank shall be deemed satisfied if it receives a certificate from negotiable and when this Warrant Certificate shall have been so endorsed, the Holder hereof may be treated by the Company stating that and all required taxes other Persons dealing therewith as the absolute owner hereof for any purpose and governmental charges have been paidas the Person entitled to exercise the rights represented hereby.
Appears in 2 contracts
Samples: Investment Agreement (SilverSun Technologies, Inc.), Investment Agreement (SilverSun Technologies, Inc.)
Warrant Transfer Books. The Warrant Agent will maintain an office in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is located at 2000 Xxxx Xxxxxx, Suite 2700, Dallas, Texas, 75201, Attention: Johx Xxxxxxxxx, xn the date of this Agreement. The Warrant Agent will give prompt written notice to all Holders of any change in the location of such office. The Warrant Certificates shall evidencing the Warrants will be issued in registered form only. The Company shall will cause to be kept at the office of the Warrant Agent designated for such purpose a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide Warrant Register for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided in this Agreement and subject to such reasonable regulations as the Warrant Agent may prescribe and such regulations as may be prescribed by law. Subject to paragraph 2.4 of this Agreement, on surrender for registration of the transfer of any Warrant Certificate at the Corporate Agency Office, the Company will execute, and the Warrant Agent will countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. Subject to paragraph 2.4: (the “Warrant Register”). At a) at the option of the Holder, Warrant Certificates may be exchanged at such office, and upon the office of the Warrant Agent on payment of the charges hereinafter provided. Whenever provided for other Warrant Certificates evidencing a like number of Warrants; and (b) whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, will execute and the Warrant Agent shall countersign, will countersign and deliver Warrant Certificates of the same tenor and evidencing the same number of Warrants as evidenced by manual or facsimile signature, and deliver, the Warrant Certificates that surrendered by the Holder making the exchange is entitled to receiveHolder. All Warrant Certificates issued upon on any registration of transfer or exchange of Warrant Certificates shall will be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Subject to paragraph 2.4 of this Agreement, every Warrant Certificate surrendered for registration of transfer or exchange shall will (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writingthereof. Until a The Warrant Certificate is transferred in Agent will, on request of the Company from time to time, deliver to the Company such reports of registered ownership of the Warrants and such records of transactions with respect to the Warrants and the Warrant Register, Shares as the Company may request. The Warrant Agent will also make available to the Company for inspection by the Company's agents or employees, from time to time as the Company may request, such original books and accounts and records maintained by the Warrant Agent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent will keep copies of this Agreement and any notices given to Holders hereunder available for inspection by the Holders during normal business hours at the Corporate Agency Office. The Company will supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent shall be deemed satisfied if it receives a certificate from the Company stating that all required taxes and governmental charges have been paidrequest.
Appears in 2 contracts
Samples: Note Purchase Agreement (Seven Seas Petroleum Inc), Master Warrant Agreement (Seven Seas Petroleum Inc)
Warrant Transfer Books. The Warrant Agent will maintain an office or offices (the “Corporate Agency Office”) in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is 000 Xxxxxx Xxxxxx, Canton, MA 02021, Attn: Corporate Actions on the Original Issue Date. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of Corporate Agency Office a warrant register (the “Warrant Agent designated for such purpose a register Register”) in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates Warrants and of transfers or exchanges of Warrants as herein provided. Upon surrender for registration of transfer of any Warrant Certificate at the Corporate Agency Office, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates as herein provided (the “Warrant Register”)evidencing a like aggregate number of Warrants. At the option of the Holder, Warrant Certificates may be exchanged at such office, and the Corporate Agency Office upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be be: (i) duly endorsedendorsed and containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, or (ii) be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing, also containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. Until a Warrant Certificate is transferred In addition, in connection with any transfer, the Warrant Register, Agent or the Company may request a written opinion of counsel reasonably acceptable to the Company or the Warrant Agent, as applicable, that such transfer is in compliance with the Securities Act and application state securities or “blue sky” laws. Further, to effect such transfer or exchange, all other necessary information or documentation shall be provided as the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciaryreasonably request. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Warrants; provided, however, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall not have no any duty or obligation to take any action under this Section or any Section section of this Agreement requiring that requires the payment of taxes and other governmental and/or charges unless and until it is satisfied that all such taxes and/or governmental charges payments have been paidmade. The Warrant Agent shall, upon request and at the expense of the Company from time to time, deliver to the Company such reports of registered ownership of the Warrants and such records of transactions with respect to the Warrants and the shares of Common Stock as the Company may request. The Warrant Agent shall, upon reasonable advance notice, also make available to the Company for inspection by the Company’s agents or employees, from time to time as the Company may request, such books of accounts and records maintained by the Warrant Agent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent shall be deemed satisfied if it receives a certificate keep copies of this Agreement and any notices given to Holders hereunder available for inspection, upon reasonable advance notice, by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Company stating that all required taxes and governmental charges have been paidWarrant Agent may request.
Appears in 2 contracts
Samples: Warrant Agreement (FTS International, Inc.), Warrant Agreement (FTS International, Inc.)
Warrant Transfer Books. The Warrant Agent will maintain an office or offices (the “Corporate Agency Office”) in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is 000 Xxxxxx Xxxxxx, Canton, MA 02021 on the Original Issue Date. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of the Corporate Agency Office a Warrant Agent designated for such purpose a register Register in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates Warrants and of transfers or exchanges of Warrant Certificates Warrants as herein provided (provided, in each case whether in the “form of Book Entry Warrants or Warrant Register”)Certificates. Upon surrender for registration of transfer of any Warrant Certificate at the Corporate Agency Office, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates, as applicable, evidencing a like aggregate number of Warrants in accordance with the terms of this Agreement. At the option of the Holder, Warrant Certificates may be exchanged at such office, and the Corporate Agency Office upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Book-Entry Warrants and Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Book-Entry Warrants or Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be be: (i) duly endorsedendorsed and containing a Signature Guarantee, or (ii) be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing, also containing a Signature Guarantee. Until a Warrant Certificate is transferred in the Warrant RegisterFurther, the Company and to effect such transfer or exchange, all other necessary information or documentation shall be provided as the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciaryreasonably request. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Warrants; provided, however, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificatesexchange. The Warrant Agent shall not have no any duty or obligation to take any action under this Section or any Section section of this Agreement requiring that requires the payment of taxes and other governmental and/or charges unless and until it is satisfied that all such taxes and/or governmental charges payments have been paidmade. The Warrant Agent shall, upon request and at the expense of the Company from time to time, deliver to the Company such reports of registered ownership of the Warrants and such records of transactions with respect to the Warrants and the shares of Common Stock as the Company may reasonably request. The Warrant Agent shall, upon reasonable advance notice, also make available to the Company for inspection by the Company’s agents or employees, from time to time as the Company may reasonably request, such books of accounts and records maintained by the Warrant Agent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent shall be deemed satisfied if it receives a certificate keep copies of this Agreement and any notices given to Holders hereunder available for inspection, upon reasonable advance notice, by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Company stating that all required taxes and governmental charges have been paidWarrant Agent may request.
Appears in 2 contracts
Samples: Warrant Agreement (Lonestar Resources US Inc.), Warrant Agreement (Lonestar Resources US Inc.)
Warrant Transfer Books. The Company will maintain at the Corporate Office where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby. The Company will give prompt written notice to all Holders of Warrant Certificates of any change in the location of Corporate Office. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of Corporate Office a warrant register (the "Warrant Agent designated for such purpose a register Register") in which, subject to such reasonable regulations as it the Company may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided provided. Subject to Section 2.4, upon surrender for registration of transfer of any Warrant Certificate at the Corporate Office, the Company shall execute and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. Subject to Section 2.4, (the “Warrant Register”). At i) at the option of the Holder, Warrant Certificates may be exchanged at such office, and the Corporate Office upon payment of the charges hereinafter provided. Whenever herein provided for other Warrant Certificates evidencing a like aggregate number of Warrants and (ii) whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, execute and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, deliver the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Subject to Section 2.4, every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant AgentCompany, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent shall be deemed satisfied if it receives a certificate from the Company stating that all required taxes and governmental charges have been paid.
Appears in 2 contracts
Samples: Warrant Agreement (Belco Oil & Gas Corp), Merger Agreement (Coda Energy Inc)
Warrant Transfer Books. The Warrant Certificates (a) AT&T Wireless shall be issued in registered form only. The Company shall cause to be kept keep at the office of the Warrant Agent designated for such purpose Corporate Office a register or registers (the "Warrant Transfer Books") in which, subject to such reasonable regulations as it may prescribe, the Company AT&T Wireless shall provide for the registration of Warrant Certificates the Warrants and of transfers Transfers or exchanges of Warrants, subject to Section 2.3. AT&T Wireless may rely conclusively on the Warrant Certificates as herein provided Transfer Books to determine ownership of Warrants and entitlements relating thereto.
(the “Warrant Register”). b) At the option of the HolderHolder in connection with any Transfer permitted under this Section 5, Warrant Certificates Warrants may be exchanged at such office, and upon payment of the charges hereinafter providedCorporate Office. Whenever any Warrant Certificates are so surrendered for exchange, the Company AT&T Wireless shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, execute the Warrant Certificates that the Holder making the exchange is entitled to receive. .
(c) All Warrant Certificates issued upon any registration of transfer Transfer or exchange of Warrant Certificates Warrants shall be the valid obligations of the CompanyAT&T Wireless, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for upon such registration of transfer Transfer or exchange. .
(d) Every Warrant Certificate presented or surrendered for registration of transfer Transfer or for exchange shall (if so required by the Company or the Warrant AgentAT&T Wireless) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant AgentAT&T Wireless duly executed, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. .
(e) No service charge shall be made to a Holder for any registration of transfer Transfer or exchange of Warrant Certificates. The Company Warrants, but AT&T Wireless may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer Transfer or exchange of Warrants.
(f) Only the registered Holder of a Warrant Certificates. The Certificate shall be treated by AT&T Wireless and all other Persons dealing therewith as the owner of such Warrant Agent Certificate for any purpose and as the Person entitled to exercise the rights represented thereby, or to the Transfer thereof, when such holder shall have no duty under this Section or be reflected as the Holder thereof on the Warrant Transfer Books, any Section of this Agreement requiring notice to the payment of taxes and other governmental charges unless contrary notwithstanding; and until it is satisfied that such Transfer on such Warrant Transfer Books, AT&T Wireless may treat the registered Holder of such Warrant Certificate as the owner for all such taxes and/or governmental charges have been paid. The Warrant Agent shall be deemed satisfied if it receives a certificate from the Company stating that all required taxes and governmental charges have been paidpurposes.
Appears in 1 contract
Samples: Warrant Agreement (At&t Corp)
Warrant Transfer Books. The Warrant Agent will maintain an office or offices (the “Corporate Agency Office”) in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is 000 Xxxxxx Xxxxxx, Canton, MA 02021 on the Original Issue Date. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office or offices of the Warrant Agent designated for such purpose a warrant register (the “Warrant Register”) in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided (provided. Upon surrender for registration of transfer of any Warrant Certificate at the “Corporate Agency Office, the Company shall execute, and the Warrant Register”)Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. At the option of the Holder, Warrant Certificates may be exchanged at the office or offices of the Warrant Agent designated for such office, and purpose upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be be: (i) duly endorsedendorsed and containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, or (ii) be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing, also containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. Until a Warrant Certificate is transferred in the Warrant RegisterFurther, the Company and to effect such transfer or exchange, all other necessary information or documentation shall be provided as the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciaryreasonably request. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Warrants; provided, however, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall not have no any duty or obligation to take any action under this Section or any Section section of this Agreement requiring that requires the payment of taxes and other governmental and/or charges unless and until it is satisfied that all such taxes and/or governmental charges payments have been paidmade. The Warrant Agent shall, upon request and at the expense of the Company from time to time, deliver to the Company such reports of registered ownership of the Warrants and such records of transactions with respect to the Warrants and the shares of Common Stock as the Company may reasonably request. The Warrant Agent shall, upon reasonable advance notice, also make available to the Company for inspection by the Company’s agents or employees, from time to time as the Company may reasonably request, such original books of accounts and records maintained by the Warrant Agent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent shall be deemed satisfied if it receives a certificate keep copies of this Agreement and any notices given to Holders hereunder available for inspection, upon reasonable advance notice, by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Company stating that all required taxes and governmental charges have been paidWarrant Agent may request.
Appears in 1 contract
Warrant Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates by the Warrant Agent as herein provided (the “Warrant Register”)provided. At the option of the HolderHolder thereof and except as provided herein, Warrant Certificates may be exchanged at such office, and office upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to required of a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Any Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent Certificate when duly endorsed in blank shall be deemed satisfied if it receives a certificate from negotiable. The Holder of any Warrant Certificate duly endorsed in blank may be treated by the Company, the Warrant Agent and all other persons dealing therewith as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company stating that maintained by the Warrant Agent, any notice to the contrary notwithstanding; but until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder thereof as the owner for all required taxes and governmental charges have been paidpurposes.
Appears in 1 contract
Samples: Warrant Agreement (Nbi Inc)
Warrant Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided (the “Warrant Register”). At the option of the Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, ,by manual or facsimile signature, and deliver, the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent shall be deemed satisfied if it receives a certificate from the Company stating that all required taxes and governmental charges have been paid.
Appears in 1 contract
Samples: Stock Purchase Agreement (Pershing Square Capital Management, L.P.)
Warrant Transfer Books. The Warrant Certificates shall be issued in registered form only. (a) The Company shall cause to be kept keep at the office its principal place of the Warrant Agent designated for such purpose business a register in which, subject to such reasonable regulations as it may prescribe, which the Company shall provide for the registration of Warrant Certificates and of transfers or any exchanges of Warrant Certificates as herein provided provided.
(the “Warrant Register”). b) At the option of the Holder, Warrant Certificates may be exchanged at such office, office and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, execute and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, deliver the Warrant Certificates that the Holder making the exchange is entitled to receive. .
(c) All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. .
(d) Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant AgentCompany, properly completed and duly executed by the Holder thereof or his its attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. .
(e) No service charge shall be made to a Holder for any exercise, exchange or registration of transfer or exchange of Warrants, and the Company will pay all Luxembourg documentary stamp taxes, if any, attributable to the issuance of Warrant Certificates. The Company may require payment Shares upon the exercise of a sum sufficient to cover any tax or other governmental charge that may be imposed Warrants.
(f) Any Warrant Certificate when duly endorsed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent blank shall be deemed satisfied if it receives negotiable and when a certificate from Warrant Certificate shall have been so endorsed, Holder may be treated by the Company stating that and all required taxes other Persons dealing therewith as the absolute owner thereof for any purpose and governmental charges have been paidas the Person entitled to exercise the rights represented thereby.
Appears in 1 contract
Samples: Warrant Agreement (Skype S.a r.l.)
Warrant Transfer Books. (a) The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided (the “Warrant Register”). At the option of the Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, in this Agreement and the Warrant Agent shall countersign, by manual or facsimile signature, Rights and deliver, the Warrant Certificates that the Holder making the exchange is entitled to receive. Restrictions Agreement.
(b) All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement and the Rights and Restrictions Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. .
(c) Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant AgentCompany, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. .
(d) No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The .
(e) Subject to compliance with any restrictions on transfer under applicable law and the Rights and Restrictions Agreement, any Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent Certificate when duly endorsed in blank shall be deemed satisfied if it receives negotiable and when a certificate from Warrant Certificate shall have been so endorsed, the Holder thereof may be treated by the Company stating that and all required taxes other Persons dealing therewith as the absolute owner thereof for any purpose and governmental charges have as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company, any notice to the contrary notwithstanding; but until such transfer on such register, the Company shall treat the registered Holder thereof as the owner for all purposes. No such transfer shall be registered until the Company has been paidsupplied with the aforementioned instruments of transfer and any other such documentation as the Company may reasonably require.
Appears in 1 contract
Warrant Transfer Books. (a) The Warrant Agent will maintain an office (the “Corporate Agency Office”) in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on the Original Issue Date. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office.
(b) The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a warrant register (the “Warrant Register”) in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided provided.
(c) Upon surrender for registration of transfer of any Warrant Certificate at the “Corporate Agency Office, the Company shall execute, and the Warrant Register”). Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants.
(d) At the option of the Holder, Warrant Certificates may be exchanged at such office, and the office of the Warrant Agent upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent shall be deemed satisfied if it receives a certificate from the Company stating that all required taxes and governmental charges have been paid.
Appears in 1 contract
Samples: Warrant Agreement (Audacy, Inc.)
Warrant Transfer Books. The Warrant Agent will maintain an office or offices (the “Corporate Agency Office”) in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is 0000 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, Attn Corporate Actions on the Original Issue Date. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of Corporate Agency Office a warrant register (the “Warrant Agent designated for such purpose a register Register”) in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates Warrants and of transfers or exchanges of Warrants as herein provided. Upon surrender for registration of transfer of any Warrant Certificate at the Corporate Agency Office, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates as herein provided (the “Warrant Register”)evidencing a like aggregate number of Warrants. At the option of the Holder, Warrant Certificates may be exchanged at such office, and the Corporate Agency Office upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be be: (i) duly endorsedendorsed and containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, or (ii) be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing, also containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. Until a Warrant Certificate is transferred In addition, in connection with any transfer, the Warrant Register, Agent or the Company may request a written opinion of counsel reasonably acceptable to the Company or the Warrant Agent, as applicable, that such transfer is in compliance with the Securities Act and application state securities or “blue sky” laws. Further, to effect such transfer or exchange, all other necessary information or documentation shall be provided as the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciaryreasonably request. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Warrants; provided, however, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall not have no any duty or obligation to take any action under this Section or any Section section of this Agreement requiring that requires the payment of taxes and other governmental and/or charges unless and until it is satisfied that all such taxes and/or governmental charges payments have been paidmade. The Warrant Agent shall, upon request and at the expense of the Company from time to time, deliver to the Company such reports of registered ownership of the Warrants and such records of transactions with respect to the Warrants and the shares of Common Stock as the Company may request. The Warrant Agent shall, upon reasonable advance notice, also make available to the Company for inspection by the Company’s agents or employees, from time to time as the Company may request, such books of accounts and records maintained by the Warrant Agent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent shall be deemed satisfied if it receives a certificate keep copies of this Agreement and any notices given to Holders hereunder available for inspection, upon reasonable advance notice, by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Company stating that all required taxes and governmental charges have been paidWarrant Agent may request.
Appears in 1 contract
Warrant Transfer Books. The Warrant Agent will maintain an office (the “Corporate Agency Office”) in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is 1110 Centre Point Curve, Xxxxx 000, Xxxxxxx Xxxxxxx, XX 00000-0000, on the Original Issue Date. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a warrant register (the “Warrant Register”) in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided (provided. Upon surrender for registration of transfer of any Warrant Certificate at the “Corporate Agency Office, the Company shall execute, and the Warrant Register”)Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. At the option of the Holder, Warrant Certificates may be exchanged at such office, and the office of the Warrant Agent upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The ; provided, however, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section or any Section shall, upon request of this Agreement requiring the payment Company from time to time, deliver to the Company such reports of taxes registered ownership of the Warrants and other governmental charges unless such records of transactions with respect to the Warrants and until it is satisfied that all such taxes and/or governmental charges have been paidthe shares of Common Stock as the Company may request. The Warrant Agent shall be deemed satisfied if it receives a certificate from also make available to the Company stating that all required taxes for inspection by the Company’s agents or employees, from time to time as the Company may request, such original books of accounts and governmental charges have been paidrecords maintained by the Warrant Agent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent shall keep copies of this Agreement and any notices given to Holders hereunder available for inspection by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agency may request.
Appears in 1 contract
Warrant Transfer Books. The Warrant Agent will maintain an office (the “Corporate Agency Office”) in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is 0000 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 on the Original Issuance Date. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a warrant register (the “Warrant Register”) in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided (provided. Upon surrender for registration of transfer of any Warrant Certificate at the “Corporate Agency Office, the Company shall execute, and the Warrant Register”)Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. At the option of the Holder, Warrant Certificates may be exchanged at such office, and the office of the Warrant Agent upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The ; provided, however, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section or any Section shall, upon request of this Agreement requiring the payment Company from time to time, deliver to the Company such reports of taxes registered ownership of the Warrants and other governmental charges unless such records of transactions with respect to the Warrants and until it is satisfied that all such taxes and/or governmental charges have been paidthe shares of Common Stock as the Company may request. The Warrant Agent shall be deemed satisfied if it receives a certificate from also make available to the Company stating that all required taxes for inspection by the Company’s agents or employees, from time to time as the Company may request, such original books of accounts and governmental charges have been paidrecords maintained by the Warrant Agent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent shall keep copies of this Agreement and any notices given to Holders hereunder available for inspection by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agency may request.
Appears in 1 contract
Warrant Transfer Books. The Warrant Agent will maintain an office (the “Corporate Agency Office”) in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is located at 0000 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 on the Original Issue Date. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a warrant register (the “Warrant Register”) in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law or the rules of the exchange on which the Warrants or Common Stock are listed, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided (provided. Upon surrender for registration of transfer of any Warrant Certificate at the “Corporate Agency Office, the Company shall execute, and the Warrant Register”)Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. At the option of the Holder, Warrant Certificates may be exchanged at such office, and the office of the Warrant Agent upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The ; provided, however, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section or any Section shall, upon request of this Agreement requiring the payment Company from time to time, deliver to the Company such reports of taxes registered ownership of the Warrants and other governmental charges unless such records of transactions with respect to the Warrants and until it is satisfied that all such taxes and/or governmental charges have been paidthe shares of Common Stock as the Company may request. The Warrant Agent shall be deemed satisfied if it receives a certificate from also make available to the Company stating that all required taxes for inspection by the Company’s agents or employees, from time to time as the Company may request, such original books of accounts and governmental charges have been paidrecords maintained by the Warrant Agent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent shall keep copies of this Agreement and any notices given to Holders hereunder available for inspection by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.
Appears in 1 contract
Samples: Warrant Agreement (Aventine Renewable Energy Holdings Inc)
Warrant Transfer Books. Warrant Certificates may be surrendered for registration of transfer or exchange of Warrants evidenced thereby at the Corporate Office of the Warrant Agent. Warrant Certificates may be surrendered for exercise at the Corporate Office of the Warrant Agent. The Warrant Agent and the Company and the Company will give prompt written notice to all Holders of Warrant Certificates shall be issued of any change in registered form onlythe location of their respective Corporate Offices. The Company Warrant Agent shall cause to be kept at its Corporate Office a warrant register (the office of the "Warrant Agent designated for such purpose a register Register") in which, subject to such reasonable regulations as it may prescribeprescribe and such regulations as may be prescribed by applicable law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided provided. Subject to the provisions of Sections 2.4, 3.2 and 3.3, upon surrender for registration of transfer of any Warrant Certificate at the Corporate Office of the Warrant Agent, the Company shall execute, and the Warrant Agent shall countersign, issue and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. Subject to Section 2.4, (the “Warrant Register”). At i) at the option of the Holder, Warrant Certificates may be exchanged at such office, and the Corporate Office of the Warrant Agent upon payment of the charges hereinafter provided. Whenever herein provided for other Warrant Certificates evidencing a like aggregate number of Warrants and (ii) whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, issue and deliver, deliver the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent shall be deemed satisfied if it receives a certificate from the Company stating that all required taxes and governmental charges have been paid.
Appears in 1 contract
Samples: Warrant Agreement (Forcenergy Inc)
Warrant Transfer Books. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office or offices of the Warrant Agent designated for such purpose a warrant register (the “Warrant Register”) in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided (provided. Upon surrender for registration of transfer of any Warrant Certificate at the “office of the Warrant Register”)Agent designated for such purpose, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. At the option of the Holder, Warrant Certificates may be exchanged at such office, and the office or offices of the Warrant Agent upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be be: (i) duly endorsedendorsed and containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, or (ii) be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing, also containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. Until a Warrant Certificate is transferred in the Warrant RegisterFurther, the Company and to effect such transfer or exchange, all other necessary information or documentation shall be provided as the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciaryreasonably request. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The ; provided, however, the Company or the Warrant Agent may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section shall, upon the reasonable request of the Company from time to time, deliver to the Company such reports of registered ownership of the Warrants and such records of transactions with respect to the Warrants and the Common Shares as the Company may reasonably request. The Warrant Agent shall, upon reasonable advance notice, also make available to the Company for inspection by the Company’s agents or any Section employees (at the Company’s sole cost and expense), from time to time as the Company may reasonably request, such original books of this Agreement requiring accounts and records maintained by the payment Warrant Agent in connection with the issuance and exercise of taxes and other governmental charges unless and until it is satisfied that all Warrants hereunder, such taxes and/or governmental charges have been paidinspections to occur at the office of the Warrant Agent designated for such purpose during normal business hours. The Warrant Agent shall be deemed satisfied if it receives a certificate keep copies of this Agreement and any notices given to Holders hereunder available for inspection, upon reasonable advance notice, by the Holders during normal business hours at the office of the Warrant Agent designated for such purpose. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Company stating that all required taxes and governmental charges have been paidWarrant Agent may request.
Appears in 1 contract
Warrant Transfer Books. The Warrant Certificates shall be issued in registered form only. Subject to Section 3.05:
(a) The Company shall cause to be kept keep at the office its principal place of the Warrant Agent designated for such purpose business a register in which, subject to such reasonable regulations as it may prescribe, which the Company shall provide for the registration of Warrant Certificates and of any exchanges or transfers or exchanges of Warrant Certificates as herein provided provided.
(the “Warrant Register”). b) At the option of the Holder, Warrant Certificates may be exchanged at such office, office and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, execute and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, deliver the Warrant Certificates that the Holder making the exchange is entitled to receive. .
(c) All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. .
(d) Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise reasonably satisfactory to the Warrant AgentCompany, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. .
(e) No service charge shall be made to a Holder for any registration of transfer or exchange of any Warrant Certificates. The , and the Company may require payment of a sum sufficient to cover shall pay any tax taxes or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Warrant Certificates. The .
(f) Any Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent Certificate when duly endorsed in blank shall be deemed satisfied if it receives negotiable and when a certificate from Warrant Certificate shall have been so endorsed, the Holder thereof may be treated by the Company stating that and all required taxes other Persons dealing therewith as the absolute owner thereof for any purpose and governmental charges have been paid.as the Person entitled to exercise the rights represented thereby. CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Appears in 1 contract
Warrant Transfer Books. The Warrant Agent will maintain an office (the “Corporate Agency Office”) in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is located at 00 Xxxxxx Xxxx, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 on the Original Issue Date. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a warrant register (the “Warrant Register”) in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law or the rules of the exchange on which the Warrants or Common Stock are listed, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided (provided. Upon surrender for registration of transfer of any Warrant Certificate at the “Corporate Agency Office, the Company shall execute, and the Warrant Register”)Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. At the option of the Holder, Warrant Certificates may be exchanged at such office, and the office of the Warrant Agent upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The ; provided, however, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section or any Section shall, upon request of this Agreement requiring the payment Company from time to time, deliver to the Company such reports of taxes registered ownership of the Warrants and other governmental charges unless such records of transactions with respect to the Warrants and until it is satisfied that all such taxes and/or governmental charges have been paidthe shares of Common Stock as the Company may request. The Warrant Agent shall be deemed satisfied if it receives a certificate from also make available to the Company stating that all required taxes for inspection by the Company’s agents or employees, from time to time as the Company may request, such original books of accounts and governmental charges have been paidrecords maintained by the Warrant Agent in connection with the issuance and exercise of Warrants hereunder, such inspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent shall keep copies of this Agreement and any notices given to Holders hereunder available for inspection by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.
Appears in 1 contract
Samples: Warrant Agreement (Aventine Renewable Energy Holdings Inc)
Warrant Transfer Books. The Warrant Agent will maintain an office (the "Corporate Agency Office") in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is , Attention: -, on the date hereof. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a warrant register (the "Warrant Register") in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided provided. Subject to Section 2.4, upon surrender for registration of transfer of any Warrant Certificate at the Corporate Agency Office, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. Subject to Section 2.4, (the “Warrant Register”). At i) at the option of the Holder, Warrant Certificates may be exchanged at such office, and the office of the Warrant Agent upon payment of the charges hereinafter provided. Whenever provided for other Warrant Certificates evidencing a like aggregate number of Warrants and (ii) whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Subject to Section 2.4, every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a The Warrant Certificate is transferred in the Warrant RegisterAgent shall, upon request of the Company from time to time, deliver to the Company such reports of registered ownership of the Warrants and such records of transactions with respect to the Warrants and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered Shares as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificatesrequest. The Warrant Agent shall have no duty under this Section also make available to the Company for inspection by the Company's agents or any Section employees, from time to time as the Company may request, such original books of this Agreement requiring accounts and records maintained by the payment Warrant Agent in connection with the issuance and exercise of taxes and other governmental charges unless and until it is satisfied that all Warrants hereunder, such taxes and/or governmental charges have been paidinspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent shall be deemed satisfied if it receives a certificate from keep copies of this Agreement and any notices given to Holders hereunder available for inspection by the Company stating that all required taxes and governmental charges have been paid.Holders during normal business hours at the Corporate
Appears in 1 contract
Warrant Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the its principal office of the Warrant Agent designated for such purpose a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of this Warrant Certificates Certificate and of transfers or exchanges of this Warrant Certificates Certificate as herein provided (the “Warrant Register”)provided. At the option of the Holder, this Warrant Certificates Certificate may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any this Warrant Certificates are Certificate is so surrendered for exchange, the Company shall execute, execute and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, deliver the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of this Warrant Certificates Certificate shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreementbenefits, as the Warrant Certificates Certificate surrendered for such registration of transfer or exchange. Every If this Warrant Certificate is surrendered for registration of transfer or exchange it shall (if so required by the Company or the Warrant AgentCompany) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant AgentCompany, properly completed and duly executed by the Holder thereof hereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a the Holder for any registration of transfer or exchange of this Warrant CertificatesCertificate. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of this Warrant CertificatesCertificate. The Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent Certificate when duly endorsed in blank shall be deemed satisfied if it receives a certificate from negotiable and when this Warrant Certificate shall have been so endorsed, the Holder hereof may be treated by the Company stating that and all required taxes other persons dealing therewith as the absolute owner hereof for any purpose and governmental charges have as the Person entitled to exercise the rights represented hereby, or to the transfer hereof on the register of the Company, any notice to the contrary notwithstanding; but until such transfer on such register, the Company shall treat the registered Holder hereof as the owner for all purposes. No such transfer shall be registered until the Company has been paidsupplied with the aforementioned instruments of transfer and any other such documentation as the Company may reasonably require.
Appears in 1 contract
Samples: Subscription Agreement (iPower Inc.)
Warrant Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose keep a register at its office in which, subject to such reasonable regulations as it may prescribe, the Company it shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided (the “Warrant Register”)provided. At the option of the Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, execute the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant Agent, properly completed Company and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Any Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent Certificate when duly endorsed in blank shall be deemed satisfied if it receives negotiable and when a certificate from Warrant Certificate shall have been so endorsed, the Holder thereof may be treated by the Company stating that and all required taxes other persons dealing therewith as the absolute owner thereof for any purpose and governmental charges have been paidas the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company, any notice to the contrary notwithstanding; but until such transfer on such register, the Company may treat the registered Holder thereof as the owner for all purposes.
Appears in 1 contract
Samples: Warrant Agreement (Lynx Ventures Lp)
Warrant Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates by the Warrant Agent as herein provided (the “Warrant Register”)provided. At the option of the HolderHolder thereof, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Any Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent Certificate when duly endorsed in blank shall be deemed satisfied if it receives a certificate from negotiable. The Holder of any Warrant Certificate duly endorsed in blank may be treated by the Company, the Warrant Agent and all other Persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company stating that maintained by the Warrant Agent, any notice to the contrary notwithstanding; but until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder thereof as the owner for all required taxes and governmental charges have been paidpurposes.
Appears in 1 contract
Warrant Transfer Books. The Warrant Certificates shall may be issued surrendered for registration of transfer or exchange, and Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, at the Corporate Office. The Company will give prompt written notice to all Holders of Warrant Certificates of any change in registered form onlythe location of the Corporate Office. The Company shall cause to be kept at the office of Corporate Office a warrant register (the "Warrant Agent designated for such purpose a register Register") in which, subject to such reasonable regulations as it the Company may prescribeprescribe and such regulations as may be prescribed by applicable law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided provided. Subject to the provisions of Sections 2.4, 3.2 and 3.3, upon surrender for registration of transfer of any Warrant Certificate at the Corporate Office, the Company shall execute and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. Subject to Section 2.4, (the “Warrant Register”). At i) at the option of the Holder, Warrant Certificates may be exchanged at such office, and the Corporate Office upon payment of the charges hereinafter provided. Whenever herein provided for other Warrant Certificates evidencing a like aggregate number of Warrants and (ii) whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, execute and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, deliver the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Subject to Section 2.4, every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant AgentCompany, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent shall be deemed satisfied if it receives a certificate from the Company stating that all required taxes and governmental charges have been paid.
Appears in 1 contract
Samples: Warrant Agreement (Us Concrete Inc)
Warrant Transfer Books. The Warrant Agent will maintain an office or offices (the “Corporate Agency Office”) in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is 000 Xxxxxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 on the Original Issuance Date. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office or offices of the Warrant Agent designated for such purpose a warrant register (the “Warrant Register”) in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided (provided. Upon surrender for registration of transfer of any Warrant Certificate at the “Corporate Agency Office, the Company shall execute, and the Warrant Register”)Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. At the option of the Holder, Warrant Certificates may be exchanged at such office, and the office or offices of the Warrant Agent upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be be: (i) duly endorsedendorsed and containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, or (ii) be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing, also containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. Until a Warrant Certificate is transferred in the Warrant RegisterFurther, the Company and to effect such transfer or exchange, all other necessary information or documentation shall be provided as the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciaryreasonably request. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The ; provided, however, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section shall, upon request of the Company from time to time, deliver to the Company such reports of registered ownership of the Warrants and such records of transactions with respect to the Warrants and the Common Shares as the Company may reasonably request. The Warrant Agent shall, upon reasonable advance notice, also make available to the Company for inspection by the Company’s agents or any Section employees, from time to time as the Company may reasonably request, such original books of this Agreement requiring accounts and records maintained by the payment Warrant Agent in connection with the issuance and exercise of taxes and other governmental charges unless and until it is satisfied that all Warrants hereunder, such taxes and/or governmental charges have been paidinspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent shall be deemed satisfied if it receives a certificate keep copies of this Agreement and any notices given to Holders hereunder available for inspection, upon reasonable advance notice, by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Company stating that all required taxes and governmental charges have been paidWarrant Agent may request.
Appears in 1 contract
Warrant Transfer Books. The Warrant Agent will maintain an office or offices (the “Corporate Agency Office”) in the United States of America, where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby, which office is 8000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxx, Xxxxxxxx 00000 on the Original Issuance Date. The Warrant Agent will give prompt written notice to all Holders of Warrant Certificates of any change in the location of such office. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company shall cause to be kept at the office or offices of the Warrant Agent designated for such purpose a warrant register (the “Warrant Register”) in which, subject to such reasonable regulations as it the Warrant Agent may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided (provided. Upon surrender for registration of transfer of any Warrant Certificate at the “Corporate Agency Office, the Company shall execute, and the Warrant Register”)Agent shall countersign and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. At the option of the Holder, Warrant Certificates may be exchanged at such office, and the office or offices of the Warrant Agent upon payment of the charges hereinafter providedprovided for other Warrant Certificates evidencing a like aggregate number of Warrants. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be be: (i) duly endorsedendorsed and containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, or (ii) be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Company and the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing, also containing a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. Until a Warrant Certificate is transferred in the Warrant RegisterFurther, the Company and to effect such transfer or exchange, all other necessary information or documentation shall be provided as the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciaryreasonably request. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The ; provided, however, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section shall, upon request of the Company from time to time, deliver to the Company such reports of registered ownership of the Warrants and such records of transactions with respect to the Warrants and the shares of Common Stock as the Company may reasonably request. The Warrant Agent shall, upon reasonable advance notice, also make available to the Company for inspection by the Company’s agents or any Section employees, from time to time as the Company may reasonably request, such original books of this Agreement requiring accounts and records maintained by the payment Warrant Agent in connection with the issuance and exercise of taxes and other governmental charges unless and until it is satisfied that all Warrants hereunder, such taxes and/or governmental charges have been paidinspections to occur at the Corporate Agency Office during normal business hours. The Warrant Agent shall be deemed satisfied if it receives a certificate keep copies of this Agreement and any notices given to Holders hereunder available for inspection, upon reasonable advance notice, by the Holders during normal business hours at the Corporate Agency Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Company stating that all required taxes and governmental charges have been paidWarrant Agent may request.
Appears in 1 contract
Warrant Transfer Books. The Company will maintain at the Corporate Office where Warrant Certificates may be surrendered for registration of transfer or exchange and where Warrant Certificates may be surrendered for exercise of Warrants evidenced thereby. The Company, will give prompt written notice to all Holders of Warrant Certificates of any change in the location of Corporate Office. The Warrant Certificates evidencing the Warrants shall be issued in registered form only. The Company Company, shall cause to be kept at the office of Corporate Office a warrant register (the "Warrant Agent designated for such purpose a register Register") in which, subject to such reasonable regulations as it the Company may prescribeprescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided provided. Subject to Section 2.4, upon surrender for registration of transfer of any Warrant Certificate at the Corporate Office, the Company shall execute and deliver, in the name of the designated transferee or transferees, one or more new Warrant Certificates evidencing a like aggregate number of Warrants. Subject to Section 2.4, (the “Warrant Register”). At i) at the option of the Holder, Warrant Certificates may be exchanged at such office, and the Corporate Office upon payment of the charges hereinafter provided. Whenever herein provided for other Warrant Certificates evidencing a like aggregate number of Warrants and (ii) whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, execute and the Warrant Agent shall countersign, by manual or facsimile signature, and deliver, deliver the Warrant Certificates that of the same tenor and evidencing the same number of Warrants as evidenced by the Warrant Certificates surrendered by the Holder making the exchange is entitled to receiveexchange. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Subject to Section 2.4, every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant AgentCompany, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Warrant Agent shall have no duty under this Section or any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent shall be deemed satisfied if it receives a certificate from the Company stating that all required taxes and governmental charges have been paid.
Appears in 1 contract
Samples: Warrant Agreement (Joint Energy Development Investments Lp)
Warrant Transfer Books. The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided (the “Warrant Register”)provided. At the option of the Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign, by manual or facsimile signature, countersign and deliver, the Warrant Certificates that the Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in the form attached hereto as Exhibit B or otherwise satisfactory to the Warrant Agent, properly completed and duly executed by the Holder thereof or his attorney duly authorized in writing. Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. The Subject to compliance with any restrictions on transfer under applicable law and this Warrant Agent shall have no duty under this Section or Agreement, any Section of this Agreement requiring the payment of taxes and other governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have been paid. The Warrant Agent Certificate when duly endorsed in blank shall be deemed satisfied if it receives negotiable and when a certificate from Warrant Certificate shall have been so endorsed, the Holder thereof shall be treated by the Company, the Warrant Agent and all other Persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company stating that all required taxes maintained by the Warrant Agent. No such transfer shall be registered until the Warrant Agent has been supplied with the aforementioned instruments of transfer and governmental charges have been paidany other such documentation as the Warrant Agent may reasonably require.
Appears in 1 contract
Samples: Stock Purchase Agreement (Pershing Square Capital Management, L.P.)