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Full Doc
 | 2006 |
Warrant Indenture
Warrant Indenture (198K)
Doc #2660121: Click preview link for longer preview.
THE GOLDMAN SACHS GROUP, INC.
to
THE BANK OF NEW YORK
Trustee
WARRANT INDENTURE
Dated as of February 14, 2006
TABLE OF CONTENTS
ARTICLE I
Definitions and Other Provisions of General Application
SECTION 101.
Definitions.
1
SECTION 102.
Compliance Certificates and . . .
2660121
|
 Goldman Sachs
As referenced in this Warrant Indenture:
GOLDMAN SACHS GROUP, – EX-4.34
EX-4.34 3 y17930exv4w34.htm EX-4.34: WARRANT INDENTURE
Exhibit 4.34
THE GOLDMAN SACHS GROUP, INC.
to
THE BANK OF NEW YORK
Trustee
WARRANT INDENTURE
Dated as of February 14, 2006
TABLE OF CONTENTS
ARTICLE I
Definitions and Other Provisions of General Application
SECTION
_____________
GOLDMAN SACHS GROUP, – SECTION 1104.
Notice of Redemption.
71
SECTION 1105.
Deposit of Redemption Price.
72
SECTION 1106.
Securities Payable on Redemption Date.
72
SECTION 1107.
Securities Redeemed in Part.
72
iv
THE GOLDMAN SACHS GROUP, INC.
Certain Sections of this Indenture relating to
Sections 310 through 318, inclusive, of the
Trust Indenture Act of 1939:
Trust Indenture
Act Section
Indenture Section
Section 310(a)(
_____________
Goldman Sachs Group, – Note:
This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.
vi
WARRANT INDENTURE, dated as of February 14, 2006 between The Goldman Sachs Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the Company), having its principal office at 85 Broad Street, New York,
_____________
Goldman Sachs Group, – A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR WITH RESPECT TO A GOVERNMENTAL PLAN, ANY SIMILAR APPLICABLE LAW OR REGULATION).
The Goldman Sachs Group, Inc.
WARRANT SERIES: ___________________________
No. ___________________________
CUSIP No. ____________________________________
NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [If Security is a Global Security, insert Up to]
[NOTIONAL AMOUNT PER WARRANT:]
_____________
Goldman Sachs Group, – Warrant evidenced hereby and so exercised entitles the Holder hereof to receive, subject to the terms and conditions set forth herein and in the Indenture referred to below, from The Goldman Sachs Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the Company, which term includes any successor Person under the Indenture), the
_____________
dt 1682028
;
|
BNY
As referenced in this Warrant Indenture:
BANK OF NEW YORK
– EX-4.34
EX-4.34 3 y17930exv4w34.htm EX-4.34: WARRANT INDENTURE
Exhibit 4.34
THE GOLDMAN SACHS GROUP, INC.
to
THE BANK OF NEW YORK
Trustee
WARRANT INDENTURE
Dated as of February 14, 2006
TABLE OF CONTENTS
ARTICLE I
Definitions and Other Provisions of General Application
SECTION 101.
Definitions.
1
SECTION 102.
Compliance Certificates
_____________
Bank of New York, – organized and existing under the laws of the State of Delaware (herein called the Company), having its principal office at 85 Broad Street, New York, New York 10004, and The Bank of New York, a New York banking corporation, as Trustee (herein called the Trustee).
Recitals of the Company
The Company has duly authorized the execution and delivery of this Indenture to provide
_____________
Bank of New York, – a Warrant Indenture, dated as of February 14, 2006 (herein called the Indenture, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York, as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective
_____________
Bank of New York, – for each such Warrant to the Corporate Trust Office, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), The Bank of New York, 101 Barclay Street, Floor 21W, New York, New York 10286, Attention: Tender Department, or at such other address as the Trustee may specify from time to time, with a
_____________
Bank of New York
– All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
21
[Designation of Universal Warrants]
Exercise Notice
The Bank of New York
101 Barclay Street, 21W
Corporate Trust Administration
New York, New York 10286
Attn:
Ritu Khanna (212-815-5048)
Hector Herrera (212-815-4293)
Fax: (212-815-5803)
with a
_____________
dt 1695133
;
GSI
As referenced in this Warrant Indenture:
Goldman Sachs International – defect in or omission of such numbers.
SECTION 310.
Calculation Agent.
Pursuant to Section 301, the Company may, in connection with any series of Securities, appoint Goldman, Sachs & Co., Goldman Sachs International or any other person or entity as Calculation Agent to make any calculations as may be required pursuant to the terms of such series of Securities. Any such Calculation
_____________
dt 1655560
|
Preview
Full Doc
| 2006 |
Warrant Indenture
Warrant Indenture (198K)
Doc #2660163: Click preview link for longer preview.
THE GOLDMAN SACHS GROUP, INC.
to
THE BANK OF NEW YORK
Trustee
WARRANT INDENTURE
Dated as of February 14, 2006
TABLE OF CONTENTS
ARTICLE I
Definitions and Other Provisions of General Application
SECTION 101.
Definitions.
1
SECTION 102.
Compliance Certificates and . . .
2660163
|
Goldman Sachs
As referenced in this Warrant Indenture:
GOLDMAN SACHS GROUP, – EX-4.34
EX-4.34 3 y17930exv4w34.htm EX-4.34: WARRANT INDENTURE
Exhibit 4.34
THE GOLDMAN SACHS GROUP, INC.
to
THE BANK OF NEW YORK
Trustee
WARRANT INDENTURE
Dated as of February 14, 2006
TABLE OF CONTENTS
ARTICLE I
Definitions and Other Provisions of General Application
SECTION
_____________
GOLDMAN SACHS GROUP, – SECTION 1104.
Notice of Redemption.
71
SECTION 1105.
Deposit of Redemption Price.
72
SECTION 1106.
Securities Payable on Redemption Date.
72
SECTION 1107.
Securities Redeemed in Part.
72
iv
THE GOLDMAN SACHS GROUP, INC.
Certain Sections of this Indenture relating to
Sections 310 through 318, inclusive, of the
Trust Indenture Act of 1939:
Trust Indenture
Act Section
Indenture Section
Section 310(a)(
_____________
Goldman Sachs Group, – Note:
This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.
vi
WARRANT INDENTURE, dated as of February 14, 2006 between The Goldman Sachs Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the Company), having its principal office at 85 Broad Street, New York,
_____________
Goldman Sachs Group, – A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR WITH RESPECT TO A GOVERNMENTAL PLAN, ANY SIMILAR APPLICABLE LAW OR REGULATION).
The Goldman Sachs Group, Inc.
WARRANT SERIES: ___________________________
No. ___________________________
CUSIP No. ____________________________________
NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [If Security is a Global Security, insert Up to]
[NOTIONAL AMOUNT PER WARRANT:]
_____________
Goldman Sachs Group, – Warrant evidenced hereby and so exercised entitles the Holder hereof to receive, subject to the terms and conditions set forth herein and in the Indenture referred to below, from The Goldman Sachs Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the Company, which term includes any successor Person under the Indenture), the
_____________
dt 1682035
;
|
BNY
As referenced in this Warrant Indenture:
BANK OF NEW YORK
– EX-4.34
EX-4.34 3 y17930exv4w34.htm EX-4.34: WARRANT INDENTURE
Exhibit 4.34
THE GOLDMAN SACHS GROUP, INC.
to
THE BANK OF NEW YORK
Trustee
WARRANT INDENTURE
Dated as of February 14, 2006
TABLE OF CONTENTS
ARTICLE I
Definitions and Other Provisions of General Application
SECTION 101.
Definitions.
1
SECTION 102.
Compliance Certificates
_____________
Bank of New York, – organized and existing under the laws of the State of Delaware (herein called the Company), having its principal office at 85 Broad Street, New York, New York 10004, and The Bank of New York, a New York banking corporation, as Trustee (herein called the Trustee).
Recitals of the Company
The Company has duly authorized the execution and delivery of this Indenture to provide
_____________
Bank of New York, – a Warrant Indenture, dated as of February 14, 2006 (herein called the Indenture, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York, as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective
_____________
Bank of New York, – for each such Warrant to the Corporate Trust Office, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), The Bank of New York, 101 Barclay Street, Floor 21W, New York, New York 10286, Attention: Tender Department, or at such other address as the Trustee may specify from time to time, with a
_____________
Bank of New York
– All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
21
[Designation of Universal Warrants]
Exercise Notice
The Bank of New York
101 Barclay Street, 21W
Corporate Trust Administration
New York, New York 10286
Attn:
Ritu Khanna (212-815-5048)
Hector Herrera (212-815-4293)
Fax: (212-815-5803)
with a
_____________
dt 1695140
;
GSI
As referenced in this Warrant Indenture:
Goldman Sachs International – defect in or omission of such numbers.
SECTION 310.
Calculation Agent.
Pursuant to Section 301, the Company may, in connection with any series of Securities, appoint Goldman, Sachs & Co., Goldman Sachs International or any other person or entity as Calculation Agent to make any calculations as may be required pursuant to the terms of such series of Securities. Any such Calculation
_____________
dt 1655561
|
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Full Doc
| 2003 |
Warrant Purchase Agreement
Warrant Purchase Agreement (31K)
Doc #314377: Click preview link for longer preview.
WARRANT PURCHASE AGREEMENT
WARRANT PURCHASE AGREEMENT, dated as of December 2, 2003, among GS
Mezzanine Partners, L.P., a Delaware limited partnership, GS Mezzanine Partners
Offshore, L.P., a Cayman Islands exempted limited partnership, Stone Street Fund
1997, L.P., a Delaware limited partnership and Bridge Street Fund 1997, L.P., a
Delaware limited partnership (each, a "Seller" and collectively, the "Sellers")
and AXA Financial, Inc., a Delaware corporation (the "Purchaser").
W I T N E S S E T H:
WHEREAS, The Mutual Life Insurance Company of New York, MONY Financial
Services Corporation (now known as The MONY Group, Inc.) (the "Company") and the
Sellers entered into an Investment Agreement dated December 30, 1997 (the
"Investment Agreement") pursuant to which the Sellers purchased from the Company
certain Warrants (the "Warrants") to purchase shares of common stock, par value
$.01 per share, of the Company (the "Common Stock"); and
WHEREAS, the Sellers desire to sell and transfer to the Purchaser, and
the Purchaser desires to purchase from the Sellers, certain Warrants.
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and subject to and on the terms and conditions
herein set forth, the parties hereto agree as follows:
ARTICLE I
Purchase and Sale of the WARRANTS
1.1 Purchase and Sale of the Warrants. Upon the terms and subject to
the conditions set forth in this Agreement and on the basis of the
representations, warranties, covenants, agreements, undertakings and obligations
contained herein, at the Closing the Purchaser agrees to purchase from the
Sellers, and the Sellers agree to sell to the Purchaser, Warrants to purchase
2,228,574 shares of Common Stock (to be allocated among the Sellers as set forth
on Annex A hereto).
1.2 Purchase Price. The purchase price for the Warrants (the "Purchase
Price") shall consist of $16,268,590.20 in the aggregate, to be allocated among
the Sellers as set forth on Annex A hereto and payable at the Closing.
1.3 Closing. The closing of the sale and purchase of the Warrants
contemplated hereby (the "Closing") shall take place at the offices of Sullivan
& Cromwell LLP, 125 Broad Street, New York, New York 10004 on December 2, 2003
(the "Closing Date").
1.4 Deliveries by the Sellers to the Purchaser. On the Closing Date,
the Sellers shall deliver, or cause to be delivered, to the Purchaser the
following:
(a) a certificate representing the Warrants to be sold hereby free and
clear of all Liens, duly recorded in the records of the Company; and
{PAGE}
(b) such other closing documents as the Sellers and the Purchaser
reasonably agree.
1.5 Deliveries by the Purchaser to the Sellers. On the Closing Date,
the Purchaser shall deliver or cause to be delivered to the Sellers or their
designees the following:
(a) the Purchase Price by wire transfer of immediately available funds
to an account or accounts designated by Sellers or their designees at least two
(2) Business Days in advance of the Closing Date; and
(b) such other closing documents as the Sellers and the Purchaser
reasonably agree.
ARTICLE II
Representations and Warranties
2.1 Representations and Warranties of the Sellers. Each Seller
represents and warrants to, and agrees with, the Purchaser as follows:
(a) Organization and Authority of the Sellers. Such Seller is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, with the full power and authority to own,
lease or otherwise hold the properties and assets it purports to own (including,
without limitation, the Warrants) and to carry on its business as currently
conducted. Such Seller has the full legal right, requisite power and authority
and has taken all action necessary to execute, deliver and perform fully its
obligations under this Agreement and to consummate the transactions contemplated
hereby. The execution, delivery and performance by such Seller of this Agreement
and the transactions contemplated hereby have been duly authorized by all
necessary action on the part of such Seller (including any necessary action by
its partners) and no other proceeding on the part of such Seller is necessary to
authorize this Agreement. This Agreement has been duly executed and delivered by
such Seller and constitutes, and upon the execution and delivery by the other
parties hereto, this Agreement shall constitute, a valid and legally binding
agreement of such Seller enforceable against it in accordance with its terms.
-2-
{PAGE}
(b) Title to Warrants. Such Seller has good and valid title to its
Warrants free and clear of all Liens, and upon the delivery of and payment for
the Warrants at the Closing as provided for in this Agreement, Purchaser will
acquire good and valid title to all of the Warrants so purchased, free and clear
of any Liens, other than any Lien created by Purchaser.
(c) Exercise of Warrants. Upon exercise of the Warrants, Purchaser will
acquire good and valid title to the shares of Common Stock that may be purchased
upon exercise of such Warrants, free and clear of any Liens, other than any Lien
314377
|
MONY Group
As referenced in this Warrant Purchase Agreement:
MONY Group, Inc – E S S E T H:
WHEREAS, The Mutual Life Insurance Company of New York, MONY Financial
Services Corporation (now known as The MONY Group, Inc .) (the "Company") and the
Sellers entered into an Investment Agreement dated December 30, 1997 (the
"Investment Agreement") pursuant to which the Sellers
_____________
dt 557363
;
Goldman, Sachs
As referenced in this Warrant Purchase Agreement:
Goldman Sachs & Co. – such other address or telecopier number for a Person as shall be
specified by like notice):
(a) if to the Sellers, addressed to:
Goldman Sachs & Co.
General Counsel - Principal
Investment Area
85 Broad Street
New York, NY 10004
Telecopy: (212) 482-3820
with a copy to:
Robert G.
_____________
dt 398940
;
|
 Debevoise
As referenced in this Warrant Purchase Agreement:
Debevoise & Plimpton
– 1290 Avenue of the Americas
New York, NY 10104
Telecopy: (212) 707-1935
-6-
{PAGE}
with a copy to:
Michael W. Blair, Esq.
Debevoise & Plimpton
919 Third Avenue
New York, NY 10016
U.S.A.
Telecopy: (212) 909-6836
or at such other place or places or
_____________
dt 500164
;
Sullivan
As referenced in this Warrant Purchase Agreement:
Sullivan
& Cromwell – 3 Closing. The closing of the sale and purchase of the Warrants
contemplated hereby (the "Closing") shall take place at the offices of Sullivan
& Cromwell LLP, 125 Broad Street, New York, New York 10004 on December 2, 2003
(the "Closing Date").
1.4 Deliveries by the Sellers to
_____________
Sullivan & Cromwell – Counsel - Principal
Investment Area
85 Broad Street
New York, NY 10004
Telecopy: (212) 482-3820
with a copy to:
Robert G. DeLaMater, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004-2498
Telecopy: (212) 558-3588
(b) if to the Purchaser, addressed to:
Richard V. Silver,
_____________
dt 570558
;
More... |
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Full Doc
| 2002 |
Warrant to Purchase Preferred Stock
Warrant to Purchase Preferred Stock (18K)
Doc #314623: Click preview link for longer preview.
WARRANT TO PURCHASE PREFERRED STOCK
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR APPLICABLE STATE LAW, AND NO INTEREST HEREIN MAY BE
SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
(i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE
STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES,
(ii) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF
THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION
IS EXEMPT FROM REGISTRATION, OR (iii) THIS CORPORATION OTHERWISE SATISFIES
ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.
No. 00P-19 WARRANT TO PURCHASE SHARES OF
CONVERTIBLE PREFERRED STOCK
STOCK PURCHASE WARRANT
TO PURCHASE SHARES OF
CONVERTIBLE PREFERRED STOCK OF
A-FEM MEDICAL CORPORATION
For value received as set forth in that certain Preferred Stock and Warrant
Purchase Agreement between certain investors (each an "Investor" and
collectively, the "Investors") acting through their agent, Capital Consultants
LLC ("CCL"), and A-Fem Medical Corporation, a Nevada corporation (the "Company")
dated September 21, 2000, the Company grants to Capital Consultants LLC as Agent
for Client No. [285], the Holder, as hereinafter defined, the right, subject to
the terms of this Warrant, to purchase 79,861 shares of the Company's Series A
Convertible Preferred Stock, par value $.01 per share, at $.01 per share, as
adjusted (the "Exercise Price").
Section 1. Definitions.
As used in this Warrant, unless the context otherwise requires:
1.1. "Exercise Date" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.
{PAGE}
1.2. "Expiration Date" means 5:00 p.m. Pacific Time, ten years from the
date hereof.
1.3. "Holder" means (i) CCL, as agent for any Investor it represents and
(ii) each Investor.
1.4. "Securities Act" means the Securities Act of 1933, as amended from
time to time, and all rules and regulations promulgated thereunder, or any act,
rules or regulations that replace the Securities Act or any such rules and
regulations.
1.5. "Preferred Stock" means shares of the class designated as Series A
Convertible Preferred Stock, par value $.01 per share, of the Company.
1.6. "Common Stock" means shares of the class designated as Common Stock,
par value $.01 per share, of the Company.
1.7. "Warrant Shares" means any shares of Preferred Stock issued or
issuable upon exercise of this Warrant.
Section 2. Duration and Exercise of Warrant.
2.1 Exercise Period. Subject to the provisions of Sections 2.4, 4 and 6
hereof, this Warrant may be exercised, in whole or in part, during the period
commencing on the date two years after the date hereof and ending on the
Expiration Date. After the Expiration Date this Warrant shall become void, and
all rights to purchase Warrant Shares hereunder shall thereupon cease.
2.2 Method of Exercise. This Warrant may be exercised by the Holder, in
whole or in part, by (i) surrendering this Warrant to the Secretary of the
Company, (ii) tendering to the Company payment in full by cash or by check
acceptable to the Company of the Exercise Price for the Warrant Shares for which
exercise is made and (iii) executing and delivering to the Secretary of the
Company an Exercise Form, in the form attached to this Warrant.
Upon exercise, the Holder shall be deemed to be the holder of record of the
Warrant Shares for which exercise is made, even though the transfer or registrar
books of the Company may then be closed or certificates representing such
Warrant Shares may not then be actually delivered to the Holder.
No fractional shares or scrip representing fractional shares shall be issued
upon the exercise of this Warrant. In lieu of any fractional share to which the
Holder would otherwise be entitled, the Company shall round up or down the
number of shares to the nearest whole share.
2.3 Certificates. As soon as practicable after the exercise, at the
Company's expense, certificates for such Warrant Shares shall be delivered to
the Holder and, unless this Warrant has expired, a warrant representing the
number of Warrant Shares, if any, with respect to which this Warrant shall not
have been exercised shall be issued to the Holder.
2.4 Securities Act Compliance. Unless the transfer of the Warrant Shares
shall have been registered under the Securities Act, as a condition of the
delivery of certificates for the Warrant
314623
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