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Warrant Agent Agreement
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2894961
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Warrant Agent Agreement
Warrant Agent Agreement (40K)
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WARRANT AGENT AGREEMENT
WARRANT AGENT AGREEMENT (the �Agreement�) dated as of ___________, 2006, by and between ECHO HEALTHCARE ACQUISITION CORP., a Delaware corporation, with offices at 8000 Towers Crescent Drive, Suite 1300, Vienna, VA 22182 (the �Company�), and Corporate Stock Transfer, Inc. a Colorado corporation, with offices at 320 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209 (�CST� or the �Warrant Agent�).
WHEREAS, the Company is engaged in a public offering (a �Public Offering�) of Units (the �Units�) and, in connection therewith, has determined to issue and . . .
1350877
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 Powell Goldstein
As referenced in this Warrant Agent Agreement:
Powell Goldstein – writing by the Company with the Warrant Agent), as follows:
Echo Healthcare Acquisition Corp.
8000 Towers Crescent Drive, Suite 1300
Vienna, Virginia 22182
Attention: Joel Kanter, President
with copy to:
Powell Goldstein LLP
One Atlantic Center, Fourteenth Floor
1201 W. Peachtree Street, NW
Atlanta, Georgia 30309-3488
Attention: Richard H. Miller, Esq.
Unless provided for differently elsewhere in this Agreement, any notice,
_____________
Powell Goldstein – Warrant Agent with the Company), as follows:
Corporate Stock Transfer, Inc.
320 Cherry Creek Drive South
Suite 430
Denver, Colorado 80209
Attn: Carolyn Bell
Fax No.:
with a copy to:
Powell Goldstein LLP
One Atlantic Center, Fourteenth Floor
1201 W. Peachtree Street, NW
Atlanta, Georgia 30309-3488
Attention: Richard H. Miller, Esq.
Fax No.: (404) 572-6999
and
Ellenoff Grossman & Schole
_____________
dt 1507676
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| 2005 |
Warrant Agent Agreement
Warrant Agent Agreement (44K)
Doc #1350916: Click preview link for longer preview.
WARRANT AGENT AGREEMENT
WARRANT AGENT AGREEMENT (the �Agreement�) dated as of ___________, 2005, by and between ECHO HEALTHCARE ACQUISITION CORP., a Delaware corporation, with offices at 8000 Towers Crescent Drive, Suite 1300, Vienna, VA 22182 (the �Company�), and Corporate Stock Transfer, Inc. a Colorado corporation, with offices at 320 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209 (�CST� or the �Warrant Agent�).
WHEREAS, the Company is engaged in a public offering (a �Public Offering�) of Units (the �Units�) and, in connection therewith, has determined to issue and . . .
1350916
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Powell Goldstein
As referenced in this Warrant Agent Agreement:
Powell Goldstein – writing by the Company with the Warrant Agent), as follows:
Echo Healthcare Acquisition Corp.
8000 Towers Crescent Drive, Suite 1300
Vienna, Virginia 22182
Attention: Joel Kanter, President
with copy to:
Powell Goldstein LLP
One Atlantic Center, Fourteenth Floor
1201 W. Peachtree Street, NW
Atlanta, Georgia 30309-3488
Attention: Richard H. Miller, Esq.
Unless provided for differently elsewhere in this Agreement, any notice,
_____________
Powell Goldstein – by the Warrant Agent with the Company), as follows:
Corporate Stock Transfer, Inc.
320 Cherry Creek Drive South
Suite 430
Denver, Colorado 80209
Attn: Carolyn Bell
with a copy to:
Powell Goldstein LLP
One Atlantic Center, Fourteenth Floor
1201 W. Peachtree Street, NW
Atlanta, Georgia 30309-3488
Attention: Richard H. Miller, Esq.
and
Ellenoff Grossman & Schole LLP
370 Lexington Avenue
New
_____________
dt 1507679
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| 2003 |
Warrant Agent Agreement
Warrant Agent Agreement (70K)
Doc #219852: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.2
{SEQUENCE}10
{FILENAME}l04690aexv10w2.txt
{DESCRIPTION}EX-10.2 WARRANT AGENT AGMT DATED 12/18/03
{TEXT}
{PAGE}
EXHIBIT 10.2
================================================================================
LEXINGTON PRECISION CORPORATION
and
WILMINGTON TRUST COMPANY
--------------------------------
WARRANT AGENT AGREEMENT
Dated as of December 18, 2003
================================================================================
{PAGE}
WARRANT AGENT AGREEMENT
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
SECTION 1. Appointment of Warrant Agent.................................................... 1
SECTION 2. Warrant Certificates............................................................ 2
SECTION 3. Execution of Warrant Certificates............................................... 2
SECTION 4. Registration and Countersignature............................................... 2
SECTION 5. Registration of Transfers and Exchanges......................................... 2
(a) Transfer.......................................................... 2
(b) Exchange.......................................................... 3
(c) Countersignature.................................................. 3
SECTION 6. Terms and Release of Warrants................................................... 3
(a) Terms of Warrants................................................. 3
(b) Exercise of Warrants.............................................. 3
(c) Cancellation of Warrants.......................................... 3
(d) Inspection by Holders............................................. 4
SECTION 7. Payment of Taxes................................................................ 4
SECTION 8. Mutilated or Missing Warrant Certificates....................................... 4
SECTION 9. Reservation of Warrant Shares................................................... 4
SECTION 10. Adjustment of Number of Warrant Shares.......................................... 4
(a) Notice of Adjustment.............................................. 4
(b) Warrant Agent's Disclaimer........................................ 5
SECTION 11. Fractional Interests........................................................... 5
SECTION 12. Notices to Warrant holders; No Rights as Shareholders.......................... 5
SECTION 13. Merger, Consolidation, or Change of Name of Warrant Agent...................... 5
SECTION 14. Warrant Agent.................................................................. 6
(a) Correctness of Statements......................................... 6
(b) Breach of Covenants............................................... 6
(c) Reliance on Counsel............................................... 6
(d) Reliance on Documents............................................. 6
(e) Compensation...................................................... 6
(f) Legal Proceedings................................................. 7
(g) Other Transactions in Securities of the Company................... 7
{/TABLE}
- i -
{PAGE}
{TABLE}
{S} {C}
(h) Liability of Warrant Agent........................................ 7
(i) Adjustment of Exercise Price...................................... 7
(j) Written Instructions.............................................. 8
(k) Proper Execution.................................................. 8
SECTION 15. Change of Warrant Agent........................................................ 8
SECTION 16. Notices to Company and Warrant Agent........................................... 8
SECTION 17. Supplements and Amendments..................................................... 9
SECTION 18. Successors..................................................................... 9
SECTION 19. Termination.................................................................... 9
SECTION 20. Governing Law.................................................................. 9
SECTION 21. Benefits of This Agreement..................................................... 10
SECTION 22. Counterparts................................................................... 10
{/TABLE}
Exhibits
Exhibit A Form of Warrant Certificate
- ii -
{PAGE}
WARRANT AGENT AGREEMENT dated as of December 18, 2003 between
Lexington Precision Corporation, a Delaware corporation (the "COMPANY"), and
Wilmington Trust Company, a Delaware banking corporation, as Warrant Agent (the
"WARRANT AGENT").
WHEREAS, the Company intends to issue common stock purchase
warrants (the "WARRANTS") to holders of the Company's 12 3/4% Senior
Subordinated Notes due February 1, 2000 (the "OLD NOTES"), which, in the
aggregate, entitle the holders thereof to purchase up to [423,923] shares of
common stock of the Company, par value $.25 per share (the "COMMON STOCK"),
during the period from August 1, 2005, through August 1, 2009 (the Common Stock
issuable on exercise of the Warrants being referred to herein as the "WARRANT
SHARES"), in connection with an Exchange Offer (the "EXCHANGE OFFER"), whereby
the Company is seeking tenders of the Old Notes in exchange for units,
consisting of new 12% Senior Subordinated Notes due August 1, 2009 (the "NEW
NOTES"), and the Warrants (collectively with the New Notes, the "UNITS").
WHEREAS, the Company intends to issue Warrants to holders of
the Company's 14% Junior Subordinated Notes due August 1, 2001 (the "OLD JUNIOR
NOTES"), which in the aggregate, entitle the holders thereof to purchase up to
3,467 Warrant Shares during the period from August 1, 2005, through August 1,
2009, in connection with the Exchange Offer, whereby the Exchange Offer will not
be consummated unless, prior to or simultaneous therewith, as one of the
conditions to the Exchange Offer, the Company's Old Junior Notes have been
219852
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 Cede
As referenced in this Warrant Agent Agreement:
Cede & Co – The following legend is to be inserted only in the Warrant to be
issued to Cede & Co .:
UNLESS THIS WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY
CEDE & CO – OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY WARRANT ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO . OR IN SUCH OTHER NAME AS IS REQUIRED BY AN
AUTHORIZED REPRESENTATIVE OF THE
CEDE & CO – AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO . OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE
CEDE & CO – VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO ., HAS AN INTEREST HEREIN.]
[The following legend is to be inserted only upon issuance
dt 39161
;
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Wilmington Trust
As referenced in this Warrant Agent Agreement:
WILMINGTON TRUST CO – FILENAME}l04690aexv10w2.txt
{DESCRIPTION}EX-10.2 WARRANT AGENT AGMT DATED 12/18/03
{TEXT}
{PAGE}
EXHIBIT 10.2
================================================================================
LEXINGTON PRECISION CORPORATION
and
WILMINGTON TRUST CO MPANY
--------------------------------
WARRANT AGENT AGREEMENT
Dated as of December 18, 2003
================================================================================
{PAGE}
WARRANT AGENT AGREEMENT
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
SECTION
_____________
Wilmington Trust Co – Warrant Certificate
- ii -
{PAGE}
WARRANT AGENT AGREEMENT dated as of December 18, 2003 between
Lexington Precision Corporation, a Delaware corporation (the "COMPANY"), and
Wilmington Trust Co mpany, a Delaware banking corporation, as Warrant Agent (the
"WARRANT AGENT").
WHEREAS, the Company intends to issue common stock purchase
warrants (the "WARRANTS")
_____________
Wilmington Trust Co – postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company) to the Warrant Agent as
follows:
Wilmington Trust Co mpany
1100 North Market Street
Rodney Square North
Wilmington, Delaware 19890-1615
Attention: Corporate Trust Administration
SECTION 17. Supplements and Amendments. The Company
_____________
WILMINGTON TRUST CO – as of the day and year first above written.
LEXINGTON PRECISION CORPORATION
By: /s/ Michael A. Lubin
-------------------------------------
Name: Michael A. Lubin
Title: Chairman
WILMINGTON TRUST CO MPANY
By: /s/ James J. McGinley
-------------------------------------
Name: James J. McGinley
Title: Authorized Signer
{PAGE}
EXHIBIT A
CUSIP: 529529 12 5 WARRANT NO. LW-
_____________
Wilmington
Trust Co – This Warrant is issued under and in accordance with a Warrant Agent
Agreement dated as of December __, 2003, between the Company and Wilmington
Trust Co mpany, as Warrant Agent (the "Warrant Agent Agreement"), and is subject
to the terms and provisions contained in the Warrant Agent Agreement. By
_____________
dt 99808
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Preview
Full Doc
| 2002 |
Warrant Agent Agreement
Warrant Agent Agreement (41K)
Doc #578150: Click preview link for longer preview.
WARRANT AGENT AGREEMENT
--------------------------
NATURAL GAS SERVICES GROUP, INC.
AND
COMPUTERSHARE TRUST COMPANY, INC.
WARRANT AGENT
June ___, 2002
THIS AGREEMENT dated as of _______________, 2002, between NATURAL GAS
SERVICES GROUP, INC., a Colorado corporation (the "Company"), and COMPUTERSHARE
TRUST COMPANY, INC., a transfer agency . . .
578150
|
Natural Gas
As referenced in this Warrant Agent Agreement:
NATURAL GAS SERVICES GROUP, INC. – {DOCUMENT}
{TYPE}EX-4.2
{SEQUENCE}10
{FILENAME}d96705ex4-2.txt
{DESCRIPTION}FORM OF WARRANT AGENT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.02
WARRANT AGENT AGREEMENT
--------------------------
NATURAL GAS SERVICES GROUP, INC.
AND
COMPUTERSHARE TRUST COMPANY, INC.
WARRANT AGENT
June ___, 2002
{PAGE}
THIS AGREEMENT dated as of _______________, 2002, between NATURAL GAS
SERVICES GROUP, INC., a Colorado corporation (the "Company"),
_____________
NATURAL GAS
SERVICES GROUP, INC. – EXHIBIT 4.02
WARRANT AGENT AGREEMENT
--------------------------
NATURAL GAS SERVICES GROUP, INC.
AND
COMPUTERSHARE TRUST COMPANY, INC.
WARRANT AGENT
June ___, 2002
{PAGE}
THIS AGREEMENT dated as of _______________, 2002, between NATURAL GAS
SERVICES GROUP, INC. , a Colorado corporation (the "Company"), and COMPUTERSHARE
TRUST COMPANY, INC., a transfer agency located in Golden, Colorado (the "Warrant
Agent").
WHEREAS: The Company is conducting a public offering (the "
_____________
Natural Gas Services Group, Inc. – sufficiently in writing and sent by registered or certified mail,
return receipt requested and postage prepaid, or by tested telex, telegram or
cable to:
in the case of the Company:
Natural Gas Services Group, Inc.
2911 South County Road 1260
Midland, Texas 79706
and in the case of the Warrant Agent:
Computershare Trust Company, Inc.
350 Indiana Street, Suite 800
Golden, Colorado 80401
with
_____________
NATURAL GAS SERVICES GROUP, INC. – one and the same instrument.
13
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above mentioned.
THE COMPANY:
NATURAL GAS SERVICES GROUP, INC.
By: _________________________________
Wayne L. Vinson, President
ATTEST:
_____________________________
Earl R. Wait, Secretary
THE WARRANT AGENT:
COMPUTERSHARE INVESTOR SERVICES, INC.
By: _________________________________
ATTEST:
_____________________________
Secretary
14
{/TEXT}
{/DOCUMENT}
_____________
dt 1318847
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