Transfer and Exchange of Warrant Clause Example from Business Contracts

Transfer and Exchange of Warrant. 5.1 Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated... Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. 5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Forward Purchase Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company (who may be in-house counsel) stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. -14- 5.3 Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units or Forward Purchase Units. 5.4 Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants. 5.5 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. 5.6 Transfer of Warrants. 5.6.1 Distributable Redeemable Warrants. Prior to the Detachment Date, the Distributable Redeemable Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Distributable Redeemable Warrants on and after the Detachment Date. 5.6.2 Distributable Tontine Redeemable Warrants. Prior to the Tontine Distribution Date, the right to receive the Distributable Tontine Redeemable Warrants may be transferred or exchanged only together with the (i) Unit, if prior to the Detachment Date or (ii) if on or after the Detachment Date, the share of Class A common stock to which such right to receive Distributable Tontine Redeemable Warrants is attached, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit or share of Class A common stock, as applicable. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Distributable Tontine Redeemable Warrants on and after the Tontine Distribution Date. 5.6.3 Forward Purchase Warrants. The Forward Purchase Warrants may be transferred only as provided in (i) Section 2.7 and (ii)(A) in the case of the Forward Purchasers, as provided in the Letter Agreement and Forward Purchase Agreement, or (B) in the case of the Director Forward Purchasers, as provided Director Forward Purchase Agreement. View More