Nature of Duties and Responsibilities Assumed. The Company hereby appoints the Warrant Agent to act as agent of the Company as expressly set forth in this Agreement. The Warrant Agent hereby accepts such appointment as agent of the Company and agrees to perform that agency upon the express terms and conditions herein set forth (and no implied terms), by all of which the Company and the Holders, by their acceptance thereof, shall be bound. The Warrant Agent shall not by countersigning Warrant Certificates or by any other act hereunder be deemed to make any representations as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other property delivered upon exercise or tender of any Warrant, or as to the accuracy of the computation of the Exercise Price or the number or kind or amount of stock or other securities or other property deliverable upon exercise of any Warrant, the independence of any Independent Financial Expert or the correctness of the representations of the Company made in such certificates that the Warrant Agent receives. The Warrant Agent shall not have any duty to calculate or determine any adjustments with respect to the Exercise Price and the Warrant Agent shall have no duty or responsibility in determining the accuracy or correctness of such calculation. The Warrant Agent shall not (a) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted to be taken by it in good faith on the belief that any Warrant Certificate or any other documents or any signatures are genuine or properly authorized, (b) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in this Agreement or in the Warrant Certificates, or (c) be liable for any act or omission in connection with this Agreement except for its own gross negligence or willful misconduct (as each is determined by a final, non-appealable judgment of a court of competent jurisdiction). The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the President, any Vice President or the Secretary of the Company and to apply to any such officer for instructions (which instructions will be promptly given in writing when requested) and the Warrant Agent shall not be liable and shall be indemnified and held harmless for any action taken or suffered to be tak...
Nature of Duties and Responsibilities Assumed. (a) The Company hereby appoints the Warrant Agent to act as agent of the Company as set forth in this Agreement. The Warrant Agent hereby accepts such appointment as agent of the Company and agrees to perform that agency upon the terms and conditions herein set forth, by all of which the Company and the Holders, by their acceptance thereof, shall be bound.
Nature of Duties and Responsibilities Assumed. The Company hereby appoints BankBoston, N.A. as Warrant Agent of the Company in respect of the Warrants upon the terms and subject to the conditions set forth herein; and BankBoston, N.A. hereby accepts such appointment. The Warrant Agent shall have the powers and authority granted to and conferred upon it in this Agreement and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it with its consent. All of the terms and provisions with respect to such powers and authority contained in any Warrant Certificate are subject to and governed by the terms and provisions hereof.
Nature of Duties and Responsibilities Assumed. .. 17 Section 5.2
Nature of Duties and Responsibilities Assumed. (a) The Company hereby appoints the Warrant Agent to act as agent of the Company as expressly set forth in this Agreement (without any implied terms or conditions). The Warrant Agent hereby accepts the appointment as agent of the Company and agrees to perform that agency upon the express terms and conditions set forth in this Agreement and in the Warrants or as the Company and the Warrant Agent may hereafter agree in writing, by all of which the Company and the Warrantholders, by their acceptance thereof, shall be bound; provided, however, that the terms and conditions contained in the Warrants are subject to and governed by this Agreement or any other terms and conditions hereafter agreed to by the Company and the Warrant Agent in writing.
Nature of Duties and Responsibilities Assumed. . . . 35 Section 9.2.
Nature of Duties and Responsibilities Assumed. THE COMPANY HEREBY APPOINTS THE WARRANT AGENT TO ACT AS AGENT OF THE COMPANY AS SET FORTH IN THIS AGREEMENT. THE WARRANT AGENT HEREBY ACCEPTS THE APPOINTMENT AS AGENT OF THE COMPANY AND AGREES TO PERFORM THAT AGENCY UPON THE TERMS AND CONDITIONS HEREIN SET FORTH, BY ALL OF WHICH THE COMPANY AND THE HOLDERS OF WARRANTS, BY THEIR ACCEPTANCE THEREOF, SHALL BE BOUND. THE WARRANT AGENT SHALL NOT BY COUNTERSIGNING WARRANT CERTIFICATES OR BY ANY OTHER ACT HEREUNDER BE DEEMED TO MAKE ANY REPRESENTATION AS TO VALIDITY OR AUTHORIZATION OF THE WARRANTS OR THE WARRANT CERTIFICATES (EXCEPT AS TO ITS COUNTERSIGNATURE THEREON) OR OF ANY SECURITIES OR OTHER PROPERTY DELIVERED UPON EXERCISE OR TENDER OF ANY WARRANT, OR AS TO THE NUMBER OF KIND OR AMOUNT OF STOCK OR OTHER SECURITIES OR OTHER PROPERTY DELIVERABLE UPON EXERCISE OF ANY WARRANT OR THE CORRECTNESS OF THE REPRESENTATIONS OF THE COMPANY MADE IN SUCH CERTIFICATES THAT THE WARRANT AGENT RECEIVES. THE WARRANT AGENT SHALL NOT HAVE ANY DUTY TO CALCULATE OR DETERMINE ANY ADJUSTMENTS WITH RESPECT TO THE PURCHASE PRICE OR THE KIND AND AMOUNT OF SHARES OR OTHER SECURITIES OR ANY PROPERTY RECEIVABLE BY HOLDERS UPON THE EXERCISE OR TENDER OF WARRANTS REQUIRED FROM TIME TO TIME, AND THE WARRANT AGENT SHALL HAVE NO DUTY OR RESPONSIBILITY IN DETERMINING THE ACCURACY OR CORRECTNESS OF ANY SUCH CALCULATION. THE WARRANT AGENT SHALL NOT (a) BE LIABLE FOR ANY RECITAL OR STATEMENT OF FACT CONTAINED HEREIN OR IN THE WARRANT CERTIFICATES OR FOR ANY ACTION TAKEN, SUFFERED OR OMITTED BY IT IN GOOD FAITH IN THE BELIEF THAT ANY WARRANT CERTIFICATE OR ANY OTHER DOCUMENT OR ANY SIGNATURE IS GENUINE OR PROPERLY AUTHORIZED, (b) BE RESPONSIBLE FOR ANY FAILURE ON THE PART OF THE COMPANY TO COMPLY WITH ANY OF ITS COVENANTS AND OBLIGATIONS CONTAINED IN THIS AGREEMENT OR IN THE WARRANT CERTIFICATES, (c) BE LIABLE FOR ANY ACT OR OMISSION IN CONNECTION WITH THIS AGREEMENT EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (d) HAVE ANY RESPONSIBILITY TO DETERMINE WHETHER A TRANSFER OF A WARRANT COMPLIES WITH FEDERAL OR STATE SECURITIES LAWS. THE WARRANT AGENT IS HEREBY AUTHORIZED TO ACCEPT INSTRUCTIONS WITH RESPECT TO THE PERFORMANCE OF ITS DUTIES HEREUNDER FROM THE CHIEF EXECUTIVE OFFICER, THE PRESIDENT, ANY VICE PRESIDENT, THE CHIEF FINANCIAL OFFICER, THE TREASURER OR THE SECRETARY OF THE COMPANY (AS IDENTIFIED IN A CERTIFICATE SIGNED BY THE SECRETARY OF THE COMPANY) AND TO APPLY TO ANY SUCH OFFICER FOR INSTRUCTIONS (WHICH INSTRUCTIONS WI...
Nature of Duties and Responsibilities Assumed. The Company hereby appoints the Warrant Agent to act as agent of the Company as set forth in this Agreement. The Warrant Agent hereby accepts the appointment as agent of the Company and agrees to perform that agency upon the terms and conditions set forth in this Agreement and in the Warrant Certificates or as the Company and the Warrant Agent may hereafter agree, by all of which the Company and the Holders of Warrant Certificates, by their acceptance thereof, shall be bound; provided, however, that the terms and conditions contained in the Warrant Certificates are subject to and governed by this Agreement or any other terms and conditions hereafter agreed to by the Company and the Warrant Agent. The Warrant Agent shall not, by countersigning Warrant Certificates or by any other act hereunder, be deemed to make any representations as to validity or authorization of (i) the Warrants or the Warrant Certificates (except as to its countersignature thereon), (ii) any securities or other property delivered upon exercise of any Warrant, (iii) the accuracy of the computation of the number or kind or amount of stock or other securities or other property deliverable upon exercise of any Warrant, (iv) the independence of any Independent Financial Expert or (v) the correctness of any of the representations of the Company made in such certificates that the Warrant Agent receives. The Warrant Agent shall not at any time have any duty to calculate or determine whether any facts exist that may require any adjustments pursuant to Section 6 hereof
Nature of Duties and Responsibilities Assumed. The Company hereby appoints the Warrant Agent to act as agent of the Company as set forth in this Agree
Nature of Duties and Responsibilities Assumed. The Company hereby appoints the Warrant Agent to act as agent of the Company as set forth in this Agreement. The Warrant Agent hereby accepts the appointment as agent of the Company and agrees to perform that agency upon the terms and conditions set forth in this Agreement, by all of which the Company and the Holders of Warrants, by their acceptance of this Agreement, shall be bound. The Warrant Agent shall not by countersigning Warrant Certificates or by any other act under this Agreement be deemed to make any representation as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature on the Warrant Certificates) or of any securities or other property delivered upon exercise of any Warrant, or as to the number or kind or amount of stock or other securities or other property deliverable upon exercise of any Warrant or the correctness of the representations of the Company made in such certificates that the Warrant Agent receives. The Warrant Agent shall not have any duty to calculate or determine any adjustments with respect to the kind and amount of shares or other securities or any property receivable by Holders upon the exercise of Warrants required from time to time, and the Warrant Agent shall have no duty or responsibility in determining the accuracy or correctness of any such calculation, other than to apply any adjustment, notice of which is given by the Company to the Warrant Agent to be
