Common use of Stock Warrant Register; Exchange and Transfer of Stock Warrants Clause in Contracts

Stock Warrant Register; Exchange and Transfer of Stock Warrants. The Warrant Agent shall maintain, at its corporate trust office or at _________, a register (the "Warrant Register") in which, upon the issuance of Stock Warrants and, subject to such reasonable regulations as the Warrant Agent may prescribe, it shall register Warrant Certificates and exchanges and transfers thereof. The Warrant Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. Except as provided in the following sentence, upon surrender at the corporate trust office of the Warrant Agent or at _________ Warrant Certificates may be exchanged for one or more other Warrant Certificates evidencing the same aggregate number of Stock Warrants of the same title, or may be transferred in whole or in part. A transfer shall be registered upon surrender of a Warrant Certificate to the Warrant Agent at its corporate trust office or at __________ for transfer, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent, duly signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by (a) a bank or trust company, (b) a broker or dealer that is a member of the National Association of Securities Dealers, Inc. (the "NASD") or (c) a member of a national securities exchange. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee. Whenever a Warrant Certificate is surrendered for exchange or transfer, the Warrant Agent shall countersign and deliver to the person or persons entitled thereto one or more Warrant Certificates duly executed by the Company, as so requested. The Stock Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Stock Warrant. All Warrant Certificates issued upon any exchange or transfer of a Warrant Certificate shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificate surrendered for such exchange or transfer. No service charge shall be made for any exchange or transfer of Stock Warrants, but 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 such exchange or transfer, in accordance with Section 2.2(f) hereof.

Appears in 3 contracts

Samples: Stock Warrant Agreement (Keyspan Trust Iii), Stock Warrant Agreement (Cccisg Capital Trust), Stock Warrant Agreement (Keyspan Trust I)

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Stock Warrant Register; Exchange and Transfer of Stock Warrants. The Warrant Agent shall maintain, at its corporate trust office [or at ___________________], a register (the "Warrant Register") in which, upon the issuance of Stock Warrants, or on and after the Detachable Date in the case of Stock Warrants not separately transferable prior thereto, and, subject to such reasonable regulations as the Warrant Agent may prescribe, it shall register Warrant Certificates and exchanges and transfers thereof. The Warrant Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. Except as provided in the following sentence, upon surrender at the corporate trust office of the Warrant Agent [or at _________ ___________], Warrant Certificates may be exchanged for one or more other Warrant Certificates evidencing the same aggregate number of Stock Warrants of the same title, or may be transferred in whole or in part. A Warrant Certificate evidencing Stock Warrants that are not then transferable separately from the Offered Security with which they were issued may be exchanged or transferred prior to its Detachable Date only together with such Offered Security and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Security; and on or prior to the Detachable Date, each exchange or transfer of such Offered Security on the Security Register of the Offered Securities shall operate also to exchange or transfer the related Stock Warrants. A transfer shall be registered upon surrender of a Warrant Certificate to the Warrant Agent at its corporate trust office [or at __________ ____________] for transfer, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent, duly signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by (a) a bank or trust company, (b) a broker or dealer that is a member of the National Association of Securities Dealers, Inc. (the "NASD") or (c) a member of a national securities exchange. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee. Whenever a Warrant Certificate is surrendered for exchange or transfer, the Warrant Agent shall countersign and deliver to the person or persons entitled thereto one or more Warrant Certificates duly executed by the Company, as so requested. The Stock Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Stock Warrant. All Warrant Certificates issued upon any exchange or transfer of a Warrant Certificate shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificate surrendered for such exchange or transfer. No service charge shall be made for any exchange or transfer of Stock Warrants, but 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 such exchange or transfer, in accordance with Section 2.2(f2.02(f) hereof.

Appears in 1 contract

Samples: Stock Warrant Agreement (Polaroid Corp)

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