New GMR Warrants definition

New GMR Warrants means the warrants to purchase 309,296 shares of New GMR Common Stock, exercisable at a cash-less strike price of $42.50 reflecting a total implied equity value of $425 million for the Reorganized Debtors at any time for a period of five (5) years from the Effective Date, representing an aggregate total of 3% of the New GMR Common Stock issuable in accordance with the Plan (subject to dilution from the New GMR Common Stock issuable under the Equity Incentive Program), which warrants will be issued by Reorganized GMR under the terms of the Plan under the New GMR Warrant Agreement.
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Examples of New GMR Warrants in a sentence

  • The New GMR Warrants will be issued pursuant to the terms of the New GMR Warrant Agreement.

  • One or more global warrant certificates representing such New GMR Warrants will be registered with a warrant agent for the New GMR Warrants, in the name of, and will be deposited with, DTC or its nominee.

  • All of the New GMR Common Stock and the New GMR Warrants shall be duly authorized, validly issued, fully paid, and non-assessable.

  • The New GMR Warrant Agreement shall provide the New GMR Warrants with anti-dilution protection in the event of any stock split, reverse stock split, stock dividend or reclassification.

  • Notwithstanding any other provision in the Plan to the contrary, no fractional shares of New GMR Common Stock or New GMR Warrants shall be issued or distributed pursuant to the Plan.

  • The issuance of the New GMR Common Stock and the New GMR Warrants by Reorganized GMR are authorized without the need for any further corporate action or without any further action by the Debtors or Reorganized GMR, as applicable.

  • The Reorganized Debtors shall pay, or cause to be paid, out of any dividends paid on account of New GMR Common Stock or New GMR Warrants held in the Unsecured Creditor Distribution Escrow Account, any tax imposed on the Unsecured Creditor Distribution Escrow Account by any Governmental Unit with respect to income generated by New GMR Common Stock and New GMR Warrants held in the Unsecured Claims Reserve and any costs associated with maintaining the Unsecured Claims Reserve.

  • Upon the allocation of all of the whole New GMR Common Stock and New GMR Warrants authorized under the Plan, all remaining fractional portions of the entitlements shall be canceled and shall be of no further force and effect.

  • All New GMR Warrants distributed under the Plan to holders of Class 7 Claims will be issued in book-entry form and DTC or its nominee will be the holder of record of New GMR Warrants.

  • The Registration Rights Agreement shall also provide that each holder of an Allowed General Unsecured Claim against a Guarantor Debtor that owns an aggregate amount of at least 0.15% of all New GMR Common Stock on a fully diluted basis (calculated as a percentage of the New GMR Common Stock held by such holder, assuming the exercise of all outstanding New GMR Warrants) shall have piggyback registration rights based on the actual number of shares of New GMR Common Stock owned.

Related to New GMR Warrants

  • Common Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Common Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • SPAC Warrants means the SPAC Public Warrants and the SPAC Private Placement Warrants.

  • Series D Warrants means, collectively, the Series D Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 5 years, in the form of Exhibit C attached hereto

  • Investor Warrants has the meaning given it in the recitals of this Agreement.

  • New Warrants means those certain warrants to purchase New Valaris Equity on the terms set forth in the New Warrant Agreement.

  • Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.

  • Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.

  • Series C Warrants means, collectively, the Series C Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 9 months, in the form of Exhibit A attached hereto.

  • Series A Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately from the Closing Date and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • Broker Warrants has the meaning ascribed to such term in Section 12 hereof;

  • Sponsor Warrants shall have the meaning given in the Recitals hereto.

  • Parent Warrants means the outstanding warrants to purchase Parent Common Stock.

  • Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.

  • Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.

  • Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Company Warrants means warrants to purchase shares of Company Common Stock.

  • Class B Warrants means, collectively, the Common Stock purchase warrants in the form of Exhibit C attached hereto delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which warrants shall be exercisable immediately and have a term of exercise equal to one year.

  • Other Warrants means any other warrants issued by the Company in connection with the transaction with respect to which this Warrant was issued, and any warrant issued upon transfer or partial exercise of or in lieu of this Warrant. The term “Warrant” as used herein shall be deemed to include Other Warrants unless the context clearly requires otherwise.

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

  • Rights Offering Shares means, collectively, the shares of New Common Stock issued in the Rights Offering.

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • Book Entry Warrants means Warrants that are to be held only by or on behalf of the Depository;

  • Private Warrants means the Warrants the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public offering.

  • Series A Preferred Shares means the Series A Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series A Shares means the Company’s Series A Preferred Stock, par value $0.01 per share.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.