Common use of Registration and Countersignature Clause in Contracts

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Division (the "Warrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned.The Warrant Agent shall, upon written instructions of the Chairman of the Board,the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Secretary or an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holders (the "Holders") of the Warrant ------- Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Appears in 2 contracts

Samples: Warrant Agreement (Endo Pharmaceuticals Holdings Inc), Warrant Agreement (Endo Pharma LLC)

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Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered Warrant Agent, on the books behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Division (the "a Warrant Register") register as they are issuedissued by the Company. ---------------- The Warrant register will show the names and addresses of the respective holders of the Warrants, the numbers of Warrants evidenced on the face of each Warrant Certificate and the date of each Warrant Certificate. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned.. The Warrant Agent shall, upon written instructions of the Chairman of the Board,the President, Chief Executive Officer, Chief Operating OfficerPresident, Chief Financial Officer, Treasurer, a Vice President, the Secretary or an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more more, nor less, than the number of Warrant Shares shares, of Common Stock referred to above in the first recital hereof (but subject to adjustment as hereinafter provided) and shall thereafter countersign and deliver Warrants as otherwise provided in this Warrant Agreement. The Company and the Warrant Agent may deem and treat the registered holders (the "Holders"holder(s) of the Warrant ------- Certificates as the absolute owners owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) ), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Appears in 1 contract

Samples: Warrant Agreement (Global Aviation Holdings Inc.)

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in located at 000 Xxxx 00xx XxxxxxXxxxx Fargo Shareowner Services, 00xx 0000 Xxxxxx Xxxxx Xxxxx, Xxx XxxxXxxxx 000, Xxx Xxxx 00000Xxxxxxx Xxxxxxx, Attention: Corporate Trust Division XX 00000 (the "Warrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned or countersigned via facsimile signature by the Warrant Agent and shall not be valid for any purpose unless so countersigned.. The Warrant Agent shall, upon written instructions of the Chairman of the Board,, the President, Chief Executive Officer, Chief Operating Officera Vice President, the Treasurer, an Assistant Treasurer, Chief Financial Officer, Treasurer, a Vice President, the Secretary or an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holders (the "Holders") of the Warrant ------- Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Appears in 1 contract

Samples: Warrant Agreement (Lee Enterprises, Inc)

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal corporate trust office of the Warrant Agent in located at 000 Xxxx 00xx XxxxxxXxxxxxx Street, 00xx Xxxxx21W, Xxx XxxxNew York, Xxx Xxxx 00000, Attention: Corporate Trust Division New York 10286 (the "Warrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned.. The Warrant Agent shall, upon written instructions of the Chairman of the Board,, Vice Chairman of the Board, the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Treasurer, Secretary or an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holders Holders (the "Holders") of the Warrant ------- Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Appears in 1 contract

Samples: Warrant Agreement (Comforce Corp)

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Division [LOCATION OF WARRANT AGENT'S OFFICES] (the "Warrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned.. The Warrant Agent shall, upon written instructions of the Chairman of the Board,, the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Secretary or an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holders (the "Holders") of the Warrant ------- Certificates as the absolute owners ------- thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Algos Pharmaceutical Corp)

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Division (the "Warrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned.The Warrant Agent shall, upon written instructions of the Chairman of the Board,the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Secretary or an Assistant Secretary of the Company, initially 2 countersign and deliver Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holders (the "Holders") of the Warrant ------- Certificates as the ------- absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Appears in 1 contract

Samples: Warrant Agreement (Endo Pharmaceuticals Holdings Inc)

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in located at 000 Xxxx 00xx Xxxxxxthe Borough of Manhattan, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Division City of New York (the "Warrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned.. The Warrant Agent shall, upon written instructions of the Chairman of the Board,, the President, Chief Executive Officer, Chief Operating Officera Vice President, the Treasurer, an Assistant Treasurer, Chief Financial Officer, Treasurer, a Vice President, the Secretary or an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holders (the "Holders" or "Warrantholders") of the Warrant ------- Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Appears in 1 contract

Samples: Warrant Agreement (Jostens Inc)

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, Attention: Corporate Trust Division (the "Warrant Register") as they are issued. ---------------- ------- -------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned.. The Warrant Agent shall, upon written instructions of the Chairman of the Board,, the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Secretary or an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holders (the "Holders") of the Warrant ------- Certificates as the absolute owners thereof ------- (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Appears in 1 contract

Samples: Warrant Agreement (Endo Pharmaceuticals Holdings Inc)

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered Warrant Agent, on the books behalf of the Company, shall hold the Warrants unnumbered and unregistered. Initially, the Warrants will be issued by the Company maintained at and deposited with The Bank of New York, as escrow agent (the principal office "ESCROW AGENT"), pursuant to an Escrow Agreement, dated September 14, 1998 (the "ESCROW AGREEMENT"), among the Company, Lehmxx Xxxthers Inc. (the "ARRANGER") and The Bank of New York. Upon any release of any Warrants under the Escrow Agreement to the Arranger, the Warrant Agent shall number and register such Warrants in located at 000 Xxxx 00xx Xxxxxxthe names, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Division (denominations and exercisable for such number of shares of Common Stock as directed in writing by the "Warrant Register") as they are issuedArranger. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned.. The Warrant Agent shall, upon written instructions of the Chairman of the Board,, the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Secretary Treasurer or an Assistant Secretary the Chief Financial Officer of the Company, initially countersign countersign, issue and deliver Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holders (the "Holders"holder(s) of the Warrant ------- Certificates as the absolute owners owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) ), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Appears in 1 contract

Samples: Warrant Agreement (Key Energy Group Inc)

Registration and Countersignature. The Warrants --------------------------------- shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Division (the "Warrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned.. The Warrant Agent shall, upon written instructions of the Chairman of the Board,, the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Secretary or an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holders (the "Holders") of the Warrant ------- Certificates as the absolute ------- owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Appears in 1 contract

Samples: Warrant Agreement (Endo Pharmaceuticals Holdings Inc)

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Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Division designated for such purpose (the "Warrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent (by either manual or facsimile signature) and shall not be valid for any purpose unless so countersigned.. The Warrant Agent shall, upon written instructions of the Chairman of the Board,, the President, Chief Executive Officer, Chief Operating Officera Vice President, the Treasurer, an Assistant Treasurer, Chief Financial Officer, Treasurer, a Vice President, the Secretary or an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holders (the "Holders"” or “Warrantholders”) of the Warrant ------- Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Appears in 1 contract

Samples: Warrant Agreement (Cenveo, Inc)

Registration and Countersignature. The Warrants shall --------------------------------- be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Division [LOCATION OF WARRANT AGENT'S OFFICES] (the "Warrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned.. The Warrant Agent shall, upon written instructions of the Chairman of the Board,, the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Secretary or an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holders (the "Holders") of the Warrant ------- Certificates as the absolute owners ------- thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Algos Pharmaceutical Corp)

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, Attention: Corporate Trust Division (the "Warrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned.. The Warrant Agent shall, upon written instructions of the Chairman of the Board,, the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Secretary or an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holders (the "Holders") of the Warrant ------- Certificates as the absolute owners thereof ------- (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Appears in 1 contract

Samples: Warrant Agreement (Endo Pharmaceuticals Holdings Inc)

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered Warrant Agent, on the books behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Division (the "a Warrant Register") register as they are issuedissued by the Company. ---------------- The Warrant register will show the names and addresses of the respective holders of the Warrants, the numbers of Warrants evidenced on the face of each Warrant Certificate and the date of each Warrant Certificate. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned.. The Warrant Agent shall, upon written instructions of the Chairman of the Board,the President, Chief Executive Officer, Chief Operating OfficerPresident, Chief Financial Officer, Treasurer, a Vice President, the Secretary or an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more more, nor less, than the number of Warrant Shares shares of the New Common Stock referred to above in the first recital hereof (but subject to adjustment as hereinafter provided) and shall thereafter countersign and deliver Warrants as otherwise provided in this Warrant Agreement. The Company and the Warrant Agent may deem and treat the registered holders (the "Holders"holder(s) of the Warrant ------- Certificates as the absolute owners owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) ), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Appears in 1 contract

Samples: Warrant Agreement (RCN Corp /De/)

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, Attention: Corporate Trust Division (the "Warrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned.. The Warrant Agent shall, upon written instructions of the Chairman of the Board,, the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Secretary or an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holders (the "Holders") of the Warrant ------- Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Appears in 1 contract

Samples: Warrant Agreement (Endo Pharmaceuticals Holdings Inc)

Registration and Countersignature. The Warrants shall be --------------------------------- numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, Attention: Corporate Trust Division (the "Warrant Register") as they are issued. ---------------- Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned.. The Warrant Agent shall, upon written instructions of the Chairman of the Board,, the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, a Vice President, the Secretary or an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holders (the "Holders") of the Warrant ------- Certificates as the absolute owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc)

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