Warrant Terms. The Warrants represent a Call Option and Call Rights for the Units pursuant to Section 5.13 of the Standard Terms. Schedule III provides additional Warrant Terms. Call Date: Specified in Schedule III Call Price: Specified in Schedule III Warrant Agent: LaSalle Bank National Association Warrantholder: A holder of Warrants.
Warrant Terms. Percentage of Total Equity There will be two classes of warrants as described below: the “FG Warrants” and “Lender Warrants” each permitting purchase of non-voting equity in an amount equal to up to two and one-half percent (2.5%) of total issued shares of “Propco Holdco,” the parent company that holds non-voting shares of New Propco, on a fully diluted basis for a total of 5% (or such lesser percentage as is calculated per the following paragraph).The FG Warrants and the Lender Warrants will have different strike prices as described below. The Warrants shall provide that, to the extent the Xxxxxxxx Affiliates and Mortgage Lenders purchase additional equity of Propco Holdco in connection with the Plan or if other outside investors purchase additional equity directly issued by Propco Holdco within the first six months after confirmation, then the percentage of outstanding equity that can be purchased upon exercise of such warrants shall be automatically ratably reduced to take into account the dilutive effect of the increase in total capitalization of Propco Holdco resulting from such equity sales.(4) Warrant Terms The warrants shall reflect the terms of this Annex 3 and shall otherwise be on customary terms and conditions for warrants of this nature. The warrants should contain customary anti-dilution adjustments for stock splits and combinations, stock dividends and similar reclassifications but shall not contain any ratchet or other adjustment for issuances of equity below any specified values. All warrants (and any shares received upon exercise thereof) shall be non-transferable except for transfers to parties-in-interest on Plan consummation as contemplated under the Term Sheet, distributions by such recipients to their investors or equity holders, transfers to affiliates, other Warrant holders or other equity holders, transfers to other persons mutually acceptable to both FG and the Propco Plan Recipients, and other exceptions to be specified in definitive documentation. Issuance of Warrants All the warrants shall be initially issued to the Propco Plan Participants as part of the Senior Plan Recovery. Sale of Warrants The Propco Plan Recipients will, concurrently with FG’s
Warrant Terms. The Company hereby agrees to issue to the Underwriters (and/or its designees) on the Closing Date one or more warrants (“Underwriters’ Warrants”) for the purchase of an aggregate of 20,000 Shares. Each Underwriters’ Warrant, in substantially the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on a date which is one year from the Applicable Time (as defined below) and expiring on the five-year anniversary of the Applicable Time at an initial exercise price per Share of $[ ], which is equal to 125% of the public offering price of the Firm Shares. The Underwriters’ Warrants and the Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriters’ Securities.” The Underwriters understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the underlying Shares during the first year after the Effective Date and, effective upon the Company’s delivery of the Underwriters’ Warrants, agree that they will not, sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Underwriters’ Warrants and the underlying Shares for a period of one year following the Effective Date to anyone other than (i) a Selected Dealer (as defined below) in connection with the Offering, or (ii) a bona fide officer or partner of an Underwriter or of such Selected Dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.
Warrant Terms. The Warrants represent a Call Option and Call Rights for the Units pursuant to Section 5.13 of the Standard Terms. Schedule III provides additional Warrant Terms. Call Date: Specified in Schedule III Call Price: Specified in Schedule III Warrant Agent: LaSalle Bank National Association Warrantholder: A holder of Warrants. Distribution Dates: Each May 15 and November 15, or the next succeeding Business Day if such day is not a Business Day, commencing May 15, 2006, and any other date upon which funds are available (including without limitation funds available due to a Trust Wind-Up Event) for distribution in accordance with the terms hereof. If any payment with respect to the Underlying Securities held by the Trust is not received by the Trustee by 12 noon (New York City time) on a Distribution Date, the corresponding distribution on the Units will not occur until the next Business Day that the Trust is in receipt of proceeds of such payment prior to 12 noon, with no adjustment to the amount distributed or the Record Date.
Warrant Terms. The Warrant shall have a strike price equal to One Hundred Twenty Percent (120%) of the closing bid price for Biovest shares on the date on which the Court in ABPI’s Reorganization Proceeding enters an order authorizing Accentia to carry out this Agreement and the warrant shall fully vest on the Approval Date for Agreement. However, for the two (2) year period immediately following the vesting date BDSI must obtain the prior written approval of Biovest in order to exercise all or any portion of the Warrant (the “Warrant Black-out Period”). The Warrant shall have a term of seven (7) years and shall include a cashless exercise feature. ABPI to the extent necessary, shall at the end of the Warrant Black-out Period cause its subsidiary, Biovest, to file a registration statement with the SEC covering the Underlying Equity Securities. Such registration statement, if required, shall remain effective for the term of the Warrant.
Warrant Terms. In accordance with Section 4.5 of the Warrant Agreement, at the effective time of the Merger, each Warrant that is outstanding as of the effective time of the Merger shall be exercisable, subject and pursuant to the terms of the Warrant Agreement, for one share of ordinary shares of PubCo for $11.50 per share.
Warrant Terms. Notwithstanding anything herein to the contrary, until the date that is thirty (30) days after the completion by the Company of a Business Combination (as defined below), the Warrants may not be transferred, assigned or sold by the holders thereof, other than:
Warrant Terms. Subject to the provisions of this Agreement, each Warrant shall entitle the Warrant holder by exercising the Warrant to purchase from the Company one Share at a price of $0.8864 per Share (the "Exercise Price"). The Warrants will be exercisable subject to the following limitations:
Warrant Terms. In accordance with Section 4.5 of the Warrant Agreement, at the effective time of the Merger, each Warrant that is outstanding as of the effective time of the Merger shall be exercisable, subject and pursuant to the terms of the Warrant Agreement, for 1.00 Parent Ordinary Shares at a Warrant Price of $11.50 per whole Parent Ordinary Share.
Warrant Terms. If the Borrower is publicly held, the warrant strike price will be the closing price of the Borrower’s common stock reported for the business day immediately before each CIRM disbursement of funds. For privately held Borrowers, the warrant strike price will be set at the share price from the most recent round of equity financing before each disbursement of CIRM funds. If there has been no previous round, the warrants will be floated until the next round. The warrants are transferrable, may be exercised at any time, and expire 10 years from the date on which they are
