The Warrant Agent definition

The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable. This section 7.4.3 shall survive the expiration of the Warrants, the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent.
Sample 1
The Warrant Agent shall disseminate the Tag Notice to each registered holder of Warrants in the manner proscribed in this Agreement. Any registered holder of a Warrant Certificate, may, within 30 days of the receipt of the Transfer Notice, give written notice ("Tag Notice") to the Company and the Warrant Agent (which shall be irrevocable after delivery thereof) stating that such registered holder wishes to participate in such sale by exercising his, her or its Warrants in sufficient number so that such holder can sell a number of shares of Common Stock not to exceed such holder's pro rata portion of the total amount of Common Stock to be eventually included in the sale to the third party described in such Tag Offer, on terms and conditions not less favorable to such registered holders of Warrant Certificates than those set forth in the Transfer Notice. If the third party transferee is unwilling to purchase all of the Common Stock which have been identified for sale, then the amount of Common Stock which the third party transferee is willing to acquire shall be allocated pro rata among the Xxxxxx Stockholders and those registered holders of Warrant Certificates who have given timely Tag Notices. Each registered holder of Warrant Certificates electing to participate in such sale (a "Tagging Warrantholder") will deliver to an Escrow Agent (the cost of which Escrow Agent will be borne by the Company), not less than five Business Days before the proposed date of consummation of the Tag Offer, the duly endorsed Warrant Certificates and proscribed instructions for exercise representing all Warrant Common Stock being sold by such Tagging Warrantholder. The Warrants shall not be deemed exercised until immediately prior to the consummation of the Tag Offer. If such Tagging Warrantholder fails to deliver such certificates to the Escrow Agent, the Company will cause the books and records of the Company to show that such Warrants are subject to the provisions of this Section 7(m) of this Agreement and may be transferred only to the third party purchaser upon payment of the cash purchase price without interest and upon surrender for transfer by such Tagging Warrantholder to the Escrow Agent. The Xxxxxx Stockholders will have six months from the date on which the Transfer Notice is given to sell to the third party purchaser, at the price set forth in the Transfer Notice, all of the Common Stock subject to the Tag Offer. Immediately after completion of any such sale pursuant to this Sectio...
Sample 1

Examples of The Warrant Agent in a sentence

  • The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

  • The Warrant Agent and any person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

  • The Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Registered Warrantholders.

  • The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of the Corporation or of the Corporation’s Auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

  • The Warrant Agent hereby accepts the agency in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth.

  • The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered Warrantholders signing such Warrantholders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Registered Warrantholders.

  • The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this section.

  • The Warrant Agent will from time to time when requested to do so by the Corporation or any Registered Warrantholder, upon payment of the Warrant Agent’s reasonable charges, furnish a list of the names and addresses of Registered Warrantholders showing the number of Warrants held by each such Registered Warrantholder.

  • The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

  • The Warrant Agent xxxxxx accepts the agency in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth.

Related to The Warrant Agent

  • Warrant Agent means the Transfer Agent and any successor warrant agent of the Company.

  • Warrant Agency means the principal office of the Warrant Agent in the City of Vancouver, British Columbia or such other place as may be designated in accordance with Section 3.5;

  • Warrant Certificate means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will be evidenced by a certificate;

  • Warrant Agent Agreement means that certain Warrant Agent Agreement, dated as of the date hereof, between the Depositor and U.S. Bank Trust National Association, as Warrant Agent and as Trustee, as the same may be amended from time to time.

  • holder of a Warrant Certificate as used herein shall mean any person in whose name at the time any Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose.

  • Subscription Receipt Agent means Computershare Trust Company of Canada;

  • Warrant Agreement means the Warrant Agreement, dated as of the date set forth in Item 4 of Schedule A hereto, as amended from time to time, between the Company and the United States Department of the Treasury.

  • Warrant Certificates has the meaning specified in Section 2.1 hereof.

  • U.S. Warrantholder means any Warrantholder that is a U.S. Person, acquired Warrants in the United States or for the account or benefit of any U.S. Person or Person in the United States;

  • Warrantholder has the meaning set forth in Section 2.

  • New Warrant Agreement means that certain agreement providing for, among other things, the issuance and terms of the New Warrants issued by New Valaris Holdco as set forth in the Restructuring Term Sheet.

  • Warrant Holder means the holder of a Call Warrant.

  • Warrant Agency Agreement means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the Company and the Warrant Agent.

  • Registered Warrantholders means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;

  • Warrant Shares means the shares of Common Stock issuable upon exercise of the Warrants.

  • Rights Agent shall have the meaning set forth in the Preamble.

  • this Warrant means, collectively, this Warrant and all other stock purchase warrants issued in exchange therefor or replacement thereof.

  • Warrant Stock means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

  • Warrant Holders or “Holders” means the holders of the Warrants; and

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Warrant Agreements means those agreements entered into in connection with the Loan, substantially in the form attached hereto as Exhibit B pursuant to which Borrower granted Lender the right to purchase that number of shares of Series B Preferred Stock of Borrower as more particularly set forth therein.

  • Registered Holder means the Person in whose name a Note is registered on the Note Register on the applicable Record Date.

  • Warrantholders or “holders” without reference to Warrants, means the warrantholders as and in respect of Warrants registered in the name of the Depository and includes owners of Warrants who beneficially hold securities entitlements in respect of the Warrants through a Book Entry Participant or means, at a particular time, the persons entered in the register hereinafter mentioned as holders of Warrants outstanding at such time;

  • Call Warrant As defined in the recitals.

  • Subscription Agent shall have the meaning set forth in Section 6(a)(iv) hereof.

  • Warrant Share Number means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.