Transfer and Exchange of Warrant Clause Example from Business Contracts

Transfer and Exchange of Warrant. 5.1. Transferability. The Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees and issued upon exercise of the Warrants may only be transferred by the holders thereof: (a) to any persons (including their affiliates and members) participating in the private placement of the Private Placement Warrants; (b) among the Company's founders, or to the Company's officers, directors and employees; (c) in the case of an entity, as a distribution to its, partners, stockho...lders or members upon its liquidation; (d) by bona fide gift to a member of the holder's immediate family or to a trust, the beneficiary of which is a member of the holder's immediate family, for estate planning purposes; (e) by virtue of the laws of descent and distribution upon death; (f) pursuant to a qualified domestic relations order; (g) by certain pledges to secure obligations incurred in connection with purchases of the Company's securities; (h) by private sales or transfers at prices no greater than the price at which the securities were originally purchased; or (i) to the Company for no value for cancellation in connection with the completion of the initial Business Combination; provided, however, that, in the case of clauses (a) through (h), any such transferees (the "Permitted Transferees") enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement. 5.2. 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. 5.3. 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 Depository, to another nominee of the Depository, to a successor depository or to a nominee of a successor depository; provided, further, that in the event that a Warrant surrendered for transfer bears a restrictive legend, 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 stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. 5.4. Transfers of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange of Warrants which would result in the issuance of a Warrant certificate or book-entry position for a fraction of a Warrant. 5.5. Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants. 5.6. 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. View More