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. The Warrants so cancelled s...hall 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 in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Forward Purchase Private Placement Warrants, the Sponsor Private Placement Warrants and the Working Capital 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. 5.3 Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants. 5.4 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. 5.5 Transfer of Warrants. 5.5.1 Detachable Redeemable Warrants. Prior to the Detachment Date, the Detachable 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 5.5 shall have no effect on any transfer of Detachable Redeemable Warrants on and after the Detachment Date. 10 5.5.2 Distributable Redeemable Warrants. Prior to the Distribution Time, the right to receive the Distributable 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 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 5.5 shall have no effect on any transfer of Distributable Redeemable Warrants on and after the Distribution Time. View More