Management Warrants Sample Clauses

Management Warrants. Concurrently herewith, each of the Initial Stockholders is entering into a subscription agreement (the "Management Subscription Agreements") with the Company in the form annexed as Exhibit 10.8 to the Registration Statement, whereby each of the Initial Stockholders is purchasing his respective portion of the Management Warrants and is waiving his right to receive distributions upon any liquidation of the Company prior to a Business Combination. The Management Warrants consist of Warrants identical in all respects to the Warrants included in the Units offered in the Offering, except that the Management Warrants have cashless exercise provisions. The issuance and sale of the Management Securities under the Management Subscription Agreements are exempt from registration pursuant to Section 4(2) of the Act.
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Management Warrants. Concurrently herewith, LIM is entering into a subscription agreement (the “Management Subscription Agreement”) with the Company in the form annexed as Exhibit 10.8 to the Registration Statement, whereby LIM is purchasing the Management Warrants and is waiving its right to receive distributions upon any liquidation of the Company prior to a Business Combination. The Management Warrants consist of Warrants identical in all respects to the Warrants included in the Units offered in the Offering, except as described in the prospectus. The issuance and sale of the Management Securities under the Management Subscription Agreement are exempt from registration pursuant to Section 4(2) of the Act.
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Management Warrants. Warrants to purchase 0.35020 shares of Common Stock will be issued in respect of each award granted under the Management Equity Incentive Plan (whether granted in the form of an option or restricted stock unit); provided, that the total number of restricted stock units or options, as the case may be, receiving such warrants shall not exceed 623,221 for the restricted stock or options issued to management, the Board and employees within 30 days of the Effective Date pursuant to the terms of the Management Equity Incentive Plan, assuming each such restricted stock unit or option represents one share of Common Stock. The warrants will become exercisable (i) upon the delivery of a Conversion Event Notice by U.S. Concrete, (ii) upon the occurrence of a Fundamental Change of Control or (iii) when holders of Convertible Notes representing 25% of the aggregate principal amount of the Convertible Notes outstanding as of the Convertible Notes Closing Date have elected to convert their Convertible Notes into shares of Common Stock (an “Optional Conversion Trigger Event”), and in each case, will be exercisable by a holder thereof at an exercise price of $.01 per share (x) in connection with our delivery of a Conversion Event Notice, at any time following the date of the Conversion Event Notice to the close of business on the business day immediately preceding the Conversion Termination Date, (y) in connection with the occurrence of a Fundamental Change of Control, at any time following the Fundamental Change of Control Date to the Maturity Date and (z) in connection with an Optional Conversion Trigger Event, at any time following the occurrence of such Optional Conversion Trigger Event to the Maturity Date. The warrants shall not be detachable from such restricted stock unit, option or other award. THE SUBSCRIPTION OFFER Purpose of the Subscription Offer In connection with the Restructuring, eligible holders of the Existing Notes as of the Record Date will be granted the right to subscribe to purchase their pro rata share of the Convertible Notes (calculated based on the aggregate amount of Existing Notes outstanding as the Record Date, minus the aggregate principal amount of Existing Notes owned by the Company as of such date). We intend to use net proceeds from the Subscription Offer for the issuance and sale of the Convertible Notes to repay the DIP Credit Facility, for working capital and for general corporate purposes. Pursuant to and subject to the terms and con...
Sample 1
Management Warrants. Upon consummation of the transactions contemplated by this Transaction Documents, the Board of Directors of the Company will approve the creation of a pool of equity incentive Warrants in the same percentage and on the same terms as the Warrant (the “Warrant Pool”), which such Warrant Pool shall be available for issuance to employees, consultants and management of the Company, at the direction of the Company Directors, as such term is defined herein.
Sample 1
Management Warrants. Subject to the terms and conditions of this Agreement, at the Effective Time, each Management Warrant that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and by each Management Securityholder executing and delivering a Waiver to the Company, be deemed cancelled in exchange for the terms and conditions of such Management Securityholder’s Offer Letter.
Sample 1

Related to Management Warrants

  • 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.

  • 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.

  • Replacement Warrant In the event of any partial exercise of this Warrant, upon tender of this Warrant to the Company, the Company shall issue a new Warrant containing the same terms and conditions as this Warrant but calling on the face thereof for the number of shares of Warrant Stock equal to the number of shares called for on the face of this Warrant minus the number of shares of Warrant Stock issued upon the partial exercise of this Warrant.

  • 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:

  • 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:

  • Terms of the Units and Placement Warrants 8.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available.

  • Private Warrants On the Closing Date and the Option Closing Date, as applicable, the Private Warrants have been purchased as provided for in the Subscription Agreements and the purchase price for such securities shall be deposited into the Trust Account.

  • Termination of Placement Warrants It is agreed and acknowledged that immediately prior to the Closing, and without any action on the part of the Company or the Warrant Holder, the Placement Warrants shall be terminated and cancelled in full and rendered null and void. And all past, current, or future obligations of the Parties under the Placement Warrants shall be extinguished, except as otherwise expressly set forth in this Agreement. The Warrant Holder acknowledges and agrees that as of the Closing, it shall have no surviving right, title or interest in or to the Placement Warrants, any shares purchasable thereunder or any other option, warrant, right or interest to acquire any equity of the Company.

  • Private Placement Warrants; Forward Purchase Warrants 2.6.1 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:

  • 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.

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