Common use of Purchases Clause in Contracts

Purchases. The Issuer may, but is not obliged to, at any time purchase Warrants at any price in the open market or by tender or private treaty. Any Warrants so purchased may be held or resold or surrendered for cancellation; provided, however, that Warrants so purchased may only be resold pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 144A, Regulation S, or otherwise thereunder. The specified offices of each of the Warrant Agents and the Registrar are as set out at the end of these Terms and Conditions. Each of the Issuer and the Guarantor, if any, reserves the right at any time to vary or terminate the appointment of any Warrant Agent or the Registrar and to appoint further or additional Warrant Agents or a further or additional Registrar, provided that no termination of appointment of the Warrant Agent or the Registrar, as the case may be, shall become effective until a replacement Warrant Agent or a replacement Registrar, as the case may be, shall have been appointed and provided that, so long as any of the Warrants are listed on a stock exchange, there shall be a Warrant Agent having a specified office in each location required by the rules and regulations of the relevant stock exchange and, if the Warrants are Registered Warrants, there shall be a Registrar. So long as any of the Warrants are Private Placement Definitive Warrants, there shall be a Definitive Warrant Agent, and so long as any of the Warrants are represented by a Rule 144A Global Warrant held by a Custodian on behalf of DTC, there shall be a New York Warrant Agent. Notice of any termination of appointment and of any changes in the specified office of any of the Warrant Agents or the Registrar will be given to Holders in accordance with Condition 11. In acting under the Agency Agreement, the Warrant Agent and the Registrar act solely as agents of the Issuer and the Guarantor, if any, and do not assume any obligation or duty to, or any relationship of agency or trust for or with, the Holders and any determinations and calculations made in respect of the Warrants by the Warrant Agent or the Registrar shall (save in the case of manifest error) be final, conclusive and binding on the Issuer, the Guarantor, if any, and the respective Holders. In the case of VPC Warrants the relevant Issuer is entitled to vary or terminate the appointment of the VPC Warrant Agent, provided that it appoints another VPC Warrant Agent that is duly authorised under the SFIA Act as an account operator.

Appears in 5 contracts

Samples: www.borsaitaliana.it, www.borsaitaliana.it, www.borsaitaliana.it

Purchases. The Issuer may, but is not obliged to, at any time purchase Warrants Certificates at any price in the open market or by tender or private treaty. Any Warrants In the case of BNPP B.V., any Certificates so purchased may be held or resold or surrendered for cancellation; provided, however, that Warrants Certificates so purchased may only be resold pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 144A, Regulation S, S or otherwise thereunder. In the case of BNPP, any Certificates so purchased will forthwith be cancelled and accordingly may not be re-issued or resold. The specified offices of each of the Warrant Agents and the Registrar Certificate Agent are as set out at the end of these Terms and Conditions. Each of the Issuer and the Guarantor, if any, reserves the right at any time to vary or terminate the appointment of any Warrant Certificate Agent or the Registrar and to appoint further or additional Warrant Agents or a further or additional RegistrarCertificate Agents, provided that no termination of appointment of the Warrant Agent or the Registrar, as the case may be, shall become effective until a replacement Warrant Certificate Agent or a replacement Registrar, as the case may be, shall have been appointed and provided that, so long as any of the Warrants Certificates are listed on a stock exchangeexchange or are admitted to trading by another relevant authority, there shall be a Warrant an Agent having a specified office in each location required by the rules and regulations of the relevant stock exchange and, if the Warrants are Registered Warrants, there shall be a Registraror other relevant authority. So long as any of the Warrants Certificates are Private Placement Definitive WarrantsCertificates, there shall be a Definitive Warrant Certificate Agent, and so long as any of the Warrants Certificates are represented by a Rule 144A Global Warrant Certificate held by a Custodian on behalf of DTC, there shall be a New York Warrant Certificate Agent. Notice of any termination of appointment and of any changes in the specified office of any of the Warrant Agents or the Registrar Certificate Agent will be given to Holders in accordance with Condition 11. In acting under the Agency Agreement, the Warrant Certificate Agent and the Registrar act acts solely as agents agent of the Issuer and the Guarantor, if any, Guarantor and do does not assume any obligation or duty to, or any relationship of agency or trust for or with, the Holders and any determinations and calculations made in respect of the Warrants Certificates by the Warrant Agent or the Registrar shall (save in the case of manifest error) be final, conclusive and binding on the Issuer, the Guarantor, if any, and the respective Holders. In the case of VPC Warrants Certificates the relevant Issuer is entitled to vary or terminate the appointment appointments of the VPC Warrant Certificate Agent, provided that it appoints another VPC Warrant Certificate Agent that is duly authorised under the SFIA Act as an account operator.

Appears in 5 contracts

Samples: www.borsaitaliana.it, www.borsaitaliana.it, www.borsaitaliana.it

Purchases. The Issuer may, but is not obliged to, at any time purchase Warrants at any price in the open market or by tender or private treaty. Any Warrants so purchased may be held or resold or surrendered for cancellation; provided, however, that Warrants so purchased may only be resold pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 144A, Regulation S, or otherwise thereunder. The specified offices of each of the Warrant Agents and the Registrar are as set out at the end of these Terms and Conditions. Each of the Issuer and the Guarantor, if any, reserves the right at any time to vary or terminate the appointment of any Warrant Agent or the Registrar and to appoint further or additional Warrant Agents or a further or additional Registrar, provided that no termination of appointment of the Warrant Agent or the Registrar, as the case may be, shall become effective until a replacement Warrant Agent or a replacement Registrar, as the case may be, shall have been appointed and provided that, so long as any of the Warrants are listed on a stock exchange, there shall be a Warrant Agent having a specified office in each location required by the rules and regulations of the relevant stock exchange and, if the Warrants are Registered Warrants, there shall be a Registrar. So long as any of the Warrants are Private Placement Definitive Warrants, there shall be a Definitive Warrant Agent, and so long as any of the Warrants are represented by a Rule 144A Global Warrant held by a Custodian on behalf of DTC, there shall be a New York Warrant Agent. Notice of any termination of appointment and of any changes in the specified office of any of the Warrant Agents or the Registrar will be given to Holders in accordance with Condition 11. In acting under the Agency Agreement, the Warrant Agent and the Registrar act solely as agents of the Issuer and the Guarantor, if any, and do not assume any obligation or duty to, or any relationship of agency or trust for or with, the Holders and any determinations and calculations made in respect of the Warrants by the Warrant Agent or the Registrar shall (save in the case of manifest error) be final, conclusive and binding on the Issuer, the Guarantor, if any, and the respective Holders. In the case of VPC Swedish Warrants the relevant Issuer is entitled to vary or terminate the appointment of the VPC Swedish Warrant Agent, provided that it appoints another VPC Swedish Warrant Agent that is duly authorised under the SFIA Act as an account operator.

Appears in 3 contracts

Samples: www.borsaitaliana.it, www.borsaitaliana.it, www.borsaitaliana.it

Purchases. The Issuer may, but is not obliged to, at any time purchase Warrants Certificates at any price in the open market or by tender or private treaty. Any Warrants In the case of BNPP B.V., any Certificates so purchased may be held or resold or surrendered for cancellation; provided, however, that Warrants Certificates so purchased may only be resold pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 144A, Regulation S, S or otherwise thereunder. In the case of BNPP, any Certificates so purchased will forthwith be cancelled and accordingly may not be re-issued or resold. The specified offices of each of the Warrant Agents and the Registrar Certificate Agent are as set out at the end of these Terms and Conditions. Each of the Issuer and the Guarantor, if any, reserves the right at any time to vary or terminate the appointment of any Warrant Certificate Agent or the Registrar and to appoint further or additional Warrant Agents or a further or additional RegistrarCertificate Agents, provided that no termination of appointment of the Warrant Agent or the Registrar, as the case may be, shall become effective until a replacement Warrant Certificate Agent or a replacement Registrar, as the case may be, shall have been appointed and provided that, so long as any of the Warrants Certificates are listed on a stock exchangeexchange or are admitted to trading by another relevant authority, there shall be a Warrant an Agent having a specified office in each location required by the rules and regulations of the relevant stock exchange and, if the Warrants are Registered Warrants, there shall be a Registraror other relevant authority. So long as any of the Warrants Certificates are Private Placement Definitive WarrantsCertificates, there shall be a Definitive Warrant Certificate Agent, and so long as any of the Warrants Certificates are represented by a Rule 144A Global Warrant Certificate held by a Custodian on behalf of DTC, there shall be a New York Warrant Certificate Agent. Notice of any termination of appointment and of any changes in the specified office of any of the Warrant Agents or the Registrar Certificate Agent will be given to Holders in accordance with Condition 11. In acting under the Agency Agreement, the Warrant Certificate Agent and the Registrar act acts solely as agents agent of the Issuer and the Guarantor, if any, Guarantor and do does not assume any obligation or duty to, or any relationship of agency or trust for or with, the Holders and any determinations and calculations made in respect of the Warrants Certificates by the Warrant Agent or the Registrar shall (save in the case of manifest error) be final, conclusive and binding on the Issuer, the Guarantor, if any, and the respective Holders. In the case of VPC Warrants Swedish Certificates the relevant Issuer is entitled to vary or terminate the appointment appointments of the VPC Warrant Swedish Certificate Agent, provided that it appoints another VPC Warrant Swedish Certificate Agent that is duly authorised under the SFIA Act as an account operator.

Appears in 3 contracts

Samples: www.borsaitaliana.it, www.borsaitaliana.it, www.borsaitaliana.it

Purchases. The Issuer may, but is not obliged to, at any time purchase Warrants at any price in the open market or by tender or private treaty. Any Warrants so purchased may be held or resold or surrendered for cancellation; provided, however, that Warrants so purchased may only be resold pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 144A, Regulation S, or otherwise thereunder. The specified offices of each of the Warrant Agents Agent and the Registrar are is as set out at the end of these Terms and Conditions. Each of the Issuer and the Guarantor, if any, reserves the right at any time to vary or terminate the appointment of any Warrant Agent or the Registrar and to appoint further or additional Warrant Agents or a further or additional Registrar, provided that no termination of appointment of the Warrant Agent or the Registrar, as the case may be, shall become effective until a replacement Warrant Agent or a replacement Registrar, as the case may be, shall have been appointed and provided that, so long as any of the Warrants are listed on a stock exchange, there shall be a Warrant Agent having a specified office in each location required by the rules and regulations of the relevant stock exchange and, if the Warrants are Registered Warrants, there shall be a Registrar. So long as any of the Warrants are Private Placement Definitive Warrants, there shall be a Definitive Warrant Agent, and so long as any of the Warrants are represented by a Rule 144A Global Warrant held by a Custodian on behalf of DTC, there shall be a New York Warrant Agent. Notice of any termination of appointment and of any changes in the specified office of any of the Warrant Agents or the Registrar will be given to Holders in accordance with Condition 11. In acting under the Agency Agreement, the Warrant Agent and the Registrar act solely as agents of the Issuer and the Guarantor, if any, and do not assume any obligation or duty to, or any relationship of agency or trust for or with, the Holders and any determinations and calculations made in respect of the Warrants by the Warrant Agent or the Registrar shall (save in the case of manifest error) be final, conclusive and binding on the Issuer, the Guarantor, if any, and the respective Holders. In the case of VPC Warrants the relevant Issuer is entitled to vary or terminate the appointment of the VPC Warrant Agent, provided that it appoints another VPC Warrant Agent that is duly authorised under the SFIA Act as an account operator.

Appears in 1 contract

Samples: www.borsaitaliana.it

Purchases. The Issuer may, but is not obliged to, at any time purchase Warrants Certificates at any price in the open market or by tender or private treaty. Any Warrants In the case of BNPP B.V., any Certificates so purchased may be held or resold or surrendered for cancellation; provided, however, that Warrants Certificates so purchased may only be resold pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 144A, Regulation S, S or otherwise thereunder. In the case of BNPP, any Certificates so purchased will forthwith be cancelled and accordingly may not be re-issued or resold. The specified offices of each of the Warrant Agents and the Registrar are Certificate Agent is as set out at the end of these Terms and Conditions. Each of the Issuer and the Guarantor, if any, reserves the right at any time to vary or terminate the appointment of any Warrant Certificate Agent or the Registrar and to appoint further or additional Warrant Agents or a further or additional RegistrarCertificate Agents, provided that no termination of appointment of the Warrant Agent or the Registrar, as the case may be, shall become effective until a replacement Warrant Certificate Agent or a replacement Registrar, as the case may be, shall have been appointed and provided that, so long as any of the Warrants Certificates are listed on a stock exchange, there shall be a Warrant an Agent having a specified office in each location required by the rules and regulations of the relevant stock exchange and, if the Warrants are Registered Warrants, there shall be a Registrarexchange. So long as any of the Warrants Certificates are Private Placement Definitive WarrantsCertificates, there shall be a Definitive Warrant Certificate Agent, and so long as any of the Warrants Certificates are represented by a Rule 144A Global Warrant Certificate held by a Custodian on behalf of DTC, there shall be a New York Warrant Certificate Agent. Notice of any termination of appointment and of any changes in the specified office of any of the Warrant Agents or the Registrar Certificate Agent will be given to Holders in accordance with Condition 11. In acting under the Agency Agreement, the Warrant Certificate Agent and the Registrar act acts solely as agents agent of the Issuer and the Guarantor, if any, Guarantor and do does not assume any obligation or duty to, or any relationship of agency or trust for or with, the Holders and any determinations and calculations made in respect of the Warrants Certificates by the Warrant Agent or the Registrar shall (save in the case of manifest error) be final, conclusive and binding on the Issuer, the Guarantor, if any, and the respective Holders. In the case of VPC Warrants the relevant Issuer is entitled to vary or terminate the appointment of the VPC Warrant Agent, provided that it appoints another VPC Warrant Agent that is duly authorised under the SFIA Act as an account operator.

Appears in 1 contract

Samples: www.borsaitaliana.it