Common use of Beneficial Owner; Registered Holder Clause in Contracts

Beneficial Owner; Registered Holder. The term "beneficial owner" shall mean, on or after the Detachment Date (as defined below), any person in whose name ownership of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records maintained by the Depository or its nominee, and prior to the Detachment Date, the person in whose name the Unit to which such Warrant Certificate was initially attached as registered upon the register relating to such Units. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register ("Registered Holder") as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. If the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depository definitive Warrant Certificates in physical form evidencing such Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Third Wave Acquisition CORP), Warrant Agreement (Third Wave Acquisition CORP)

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Beneficial Owner; Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (“registered holder”), as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The term "beneficial owner" shall mean, on or after the Detachment Separation Date (as defined below), any person in whose name ownership of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records maintained by the Depository or its nominee, and prior to the Detachment Separation Date, the person in whose name the Unit to of which such Warrant Certificate or part thereof was initially attached originally part of, as registered upon the register relating to such Units; provided, that all such beneficial interests shall be held through a Participant which shall be the registered holder of such Warrants. Prior The rights of beneficial owners shall be limited to due presentment for registration those established by applicable law and agreements between the Depository and the Participants and between such Participants and beneficial owners and must be exercised through a Participant in accordance with the rules and procedures of transfer of any Warrantthe Depository; provided, however, the Company acknowledges and the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register ("Registered Holder") as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. If the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event agrees that the Warrants rights and remedies of a Holder hereunder are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depository definitive Warrant Certificates in physical form evidencing vested with such Warrantsbeneficial owners.

Appears in 1 contract

Samples: Warrant Agreement (ENDRA Life Sciences Inc.)

Beneficial Owner; Registered Holder. The term "beneficial owner" shall mean, on or after the Detachment Date (as defined below), any person in whose name ownership of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records maintained by the Depository or its nominee, and prior to the Detachment Date, the person in whose name the Unit to which such Warrant Certificate was initially attached as registered upon the register relating to such Units. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register ("Registered Holder") as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. If the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depository definitive Warrant Certificates in physical form evidencing such Warrants.

Appears in 1 contract

Samples: Warrant Agreement (CR Acquisition Corp.)

Beneficial Owner; Registered Holder. The term "beneficial owner" shall mean, on or after the Detachment Date (as defined below), mean any person in whose name ownership of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records maintained by the Depository or its nominee, and prior to the Detachment Date, the person in whose name the Unit to which such Warrant Certificate was initially attached as registered upon the register relating to such Units. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register ("Registered Holder") “registered holder”), as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on EXECUTION VERSION the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. If Notwithstanding the Depository subsequently ceases to make its book-entry settlement system available for foregoing, nothing herein shall prevent the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry formCompany, the Warrant Agent shall provide written instructions to or any agent of the Depository to deliver to Company or the Warrant Agent for cancellation each from giving effect to any written certification, proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Warrant evidenced by a Book-Entry Warrant Certificate shall be exercised by the Holder or a Participant through the DTC system, except to the extent set forth herein or in the Book-Entry Warrant Certificate, . To the extent there is a conflict between the procedures or processes required by DTC and the Company shall instruct provisions of the Warrant Agent or this Warrant Agreement, the procedures and processes of DTC shall govern with respect to deliver to the Depository definitive any Holder’s beneficial interest in such Book-Entry Warrant Certificates in physical form evidencing such WarrantsCertificate.

Appears in 1 contract

Samples: Warrant Agency Agreement (OptiNose, Inc.)

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Beneficial Owner; Registered Holder. The term "beneficial owner" shall mean, on or after the Detachment Date (as defined below), any person in whose name ownership of a beneficial interest in the Public Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records maintained by the Depository Depositary or its nominee, and prior to the Detachment Date, the person in whose name the Public Unit to which such Book-Entry Warrant Certificate was initially attached as registered upon the register relating to such Public Units. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register ("Registered Holder") as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. If the Depository Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depository Depositary definitive Warrant Certificates in physical form evidencing such Public Warrants.

Appears in 1 contract

Samples: Warrant Agreement (Liberty Lane Acquisition Corp.)

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