Debt Warrants Sample Clauses

Debt Warrants. The prospectus supplement relating to a particular issue of debt warrants will describe the terms of such debt warrants, including the following: • the title of such debt warrants; • the offering price for such debt warrants, if any; • the aggregate number of such debt warrants; • the designation and terms of the debt securities purchasable upon exercise of such debt warrants; • if applicable, the designation and terms of the debt securities with which such debt warrants are issued and the number of such debt warrants issued with each such debt security; • if applicable, the date from and after which such debt warrants and any debt securities issued therewith will be separately transferable; • the principal amount of debt securities purchasable upon exercise of a debt warrant and the price at which such principal amount of debt securities may be purchased upon exercise (which price may be payable in cash, securities or other property); • the date on which the right to exercise such debt warrants shall commence and the date on which such right shall expire; • if applicable, the minimum or maximum amount of such debt warrants that may be exercised at any one time; • whether the debt warrants represented by the debt warrant certificates or debt securities that may be issued upon exercise of the debt warrants will be issued in registered or bearer form; • information with respect to book-entry procedures, if any; • the currency or currency units in which the offering price, if any, and the exercise price are payable; • if applicable, a discussion of material United States federal income tax considerations; • the antidilution or adjustment provisions of such debt warrants, if any; • the redemption or call provisions, if any, applicable to such debt warrants; and • any additional terms of such debt warrants, including terms, procedures, and limitations relating to the exchange and exercise of such debt warrants.
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Debt Warrants. 55 SECTION 6.19 Debt Tender Offer and Consent Solicitation..............55 SECTION 6.20
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Debt Warrants. At the Closing and subject to obtaining the financing referred to in Section 6.15, the Parent shall provided funds necessary for the Company to repay all amounts, including principal and interest, outstanding under each of the Credit Facility and the Mezzanine Financing Facility. In connection with such repayment, the Company at the Closing shall cause the lenders under each of the Credit Facility and the Mezzanine Financing Facility to release the Company, its Subsidiaries and each of their respective Affiliates from any and all obligations under such agreements and shall cause such lenders to file all documents and filings in all local and state jurisdictions releasing any and all liens any lenders may have on the tangible or intangible assets or properties of the Company or any of its Subsidiaries. All such releases, filings and documentation shall be in the form and substance reasonably acceptable to Parent and shall be hereafter referred to collectively as the "Releases." At the Closing and subject to the financing referred to in Section 6.15, Parent shall purchase the CVC Warrants in the aggregate for the CVC Warrant Cash Consideration and the CVC Warrant Equity Consideration as provided for herein and the Mezzanine Stock Purchase Warrant for such amount in cash as provided in Section 3 of the Mezzanine Stock Purchase Warrant.
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Debt Warrants. At the Closing and subject to obtaining the Financing, the Buyer shall provide, or cause to be provided, funds necessary for Eldorado to repay all amounts, including principal and interest, outstanding under the Credit Agreement and the Notes. In connection with such repayment, Eldorado, at the Closing, shall (i) cause the lenders under each of the Credit Agreement and the Notes to release Eldorado, the Subsidiaries and each of their respective Affiliates (and any other Person bound by the Credit Agreement and/or the Notes) from any and all obligations under such agreements, (ii) cause such lenders to file all documents and filings in or with all local, state and federal jurisdictions or authorities releasing any and all liens any lenders may have on the tangible or intangible assets or properties of Eldorado or any of the Eldorado Entities and (iii) cause such lenders to return the Warrants, marked "Cancelled," to Eldorado. All such releases, filings and documentation shall be in the form and substance reasonably acceptable to Buyer and shall be hereafter referred to collectively as the "the Releases."
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Debt Warrants. Number of Debt Warrants to be issued: Debt Warrant Agreement: Form of Debt Warrants: Registered Issuable jointly with Debt Securities: [Yes] [No] [Number of Debt Warrants issued with each $ principal amount of Debt Securities:] [Detachable Date:] Date from which Debt Warrants are exercisable: Date on which Debt Warrants expire: Exercise price of Debt Warrants: Expected Reoffering price: $ Purchase price: $ Title of Warrant Debt Securities: Principal amount of Warrant Debt Securities purchaseable upon exercise of one Debt Warrant: Interest Rate: % from , 199 , payable: Maturity: Currency of Denomination: Currency of Payment: Form and Denomination: Overseas Paying Agents: Optional Redemption: Sinking Fund: ------------ Names and Addresses of Representatives: The respective principal amounts of the Debt Securities and number of Debt Warrants to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto. The provisions of the Underwriting Agreement are incorporated herein by reference. The Closing will take place at A.M., New York City time, on , 199 , at the offices of Xxxxxx Xxxxxx Companies Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. The Securities will be made available for checking and packaging at the office of The Chase Manhattan Bank at least 24 hours prior to the Closing Date. Please signify your acceptance by signing the enclosed response to us in the space provided and returning it to us. Very truly yours, SCHEDULE A DEBT SECURITIES Underwriter Principal Amount ----------- ---------------- DEBT WARRANTS
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Related to Debt Warrants

  • Issue Warrants Issue warrants for Borrower’s capital stock.

  • Private Placement Warrants and Working Capital Warrants The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii) the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

  • Placement Warrants The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and, when issued in accordance with the terms of the Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Replacement Warrants If any mutilated Warrant is surrendered to the Warrant Agent or the Company and the Warrant Agent receives evidence to its satisfaction of the destruction, loss or theft of any Warrant, the Company shall issue and the Warrant Agent, upon receipt of a Warrant Countersignature Order, shall countersign a replacement Warrant if the Warrant Agent's requirements are met. If required by the Warrant Agent or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Warrant Agent and the Company to protect the Company, the Warrant Agent, any Agent and any agent for purposes of the countersignature from any loss that any of them may suffer if a Warrant is replaced. The Company may charge for its expenses in replacing a Warrant. Every replacement Warrant is an additional warrant of the Company and shall be entitled to all of the benefits of this Warrant Agreement equally and proportionately with all other Warrants duly issued hereunder.

  • Private Placement Warrants The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

  • New Warrants This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

  • Insider Warrants On the Closing Date, the Insider Purchasers shall have purchased the Insider Warrants and the purchase price for such Insider Warrants shall be deposited into the Trust Fund.

  • Private Warrants and Working Capital Warrants The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

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