A&R Warrant definition

A&R Warrant means an Amended and Restated Warrant to purchase 500,000 shares (before giving effect to the reverse stock split described in the recitals of this Note) of HOFREC Common Stock at an exercise price of $0.58 per share (before giving effect to the reverse stock split described in the recitals of this Note). The A&R Warrant (A) shall amend, restate, and supersede, in its entirety, as of the Effective Date, that certain Series F Common Stock Purchase Warrant (Series F No. W-2) executed and delivered by XXXXXX to Lender on or about March 1, 2022, (B) shall be exercisable, at Lender’s option, at any time from April 8, 2023 through and including March 1, 2029, and (C) shall be in the form of Exhibit A attached hereto.
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A&R Warrant shall have the meaning set forth in the recitals to this Agreement.
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Examples of A&R Warrant in a sentence

  • The Commitment Fee Shares and A&R Warrant are not being acquired, directly or indirectly, as nominee, trustee or representative of or for any other person or persons.

  • Xxxxxx is not relying on HOFREC with respect to the tax and other economic considerations of an investment and have consulted Xxxxxx’s own attorneys, accountants or investment advisors with respect to an investment in the Commitment Fee Shares and A&R Warrant.

  • Xxxxxx acknowledges and agrees that, based in part upon Xxxxxx’s representations contained herein and in reliance upon applicable exemptions, no interest in the Commitment Fee Shares and A&R Warrant has been registered under the Securities Act or the securities laws of any other domestic or foreign jurisdiction.

  • Xxxxxx understands that the Commitment Fee Shares and A&R Warrant are being issued in reliance upon an exemption from federal securities registration.

  • Lender is acquiring the Commitment Fee Shares and A&R Warrant for its own account for investment, and not with a view to any distribution, resale, subdivision or fractionalization thereof in violation of the Securities Act or any other applicable domestic or foreign securities laws, and Lender has no present plans to enter into any contract, undertaking, agreement or arrangement for any such distribution, resale, subdivision or fractionalization.

  • Lender acknowledges that XXXXXX has relied and will rely upon Xxxxxx’s representations, warranties and agreements in this Note and that all such representations and agreements shall survive the issuance and delivery of the Commitment Fee Shares and A&R Warrant hereunder and shall remain in effect thereafter.

  • Xxxxxx represents that it has had access to all information that it deems material to an investment decision with respect to an investment in the Commitment Fee Shares and A&R Warrant.

  • Xxxxxx acknowledges and agrees that Xxxxxx is able to hold the Commitment Fee Shares and A&R Warrant indefinitely and to afford a complete loss of Xxxxxx’s investment in the Commitment Fee Shares and A&R Warrant.

  • The Warrant Shares, when issued and paid for upon exercise of the Outstanding Warrants in accordance with the terms of the A&R Warrant Agreement, will be validly issued, fully paid and non-assessable.

  • Xxxxxx understands that the Commitment Fee Shares and A&R Warrant will be subject to a legend this effect and that, as applicable, stop transfer instructions will be issued by XXXXXX to its transfer agent.

Related to A&R Warrant

  • Parent Warrant means each Parent Private Warrant and Parent Public Warrant.

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

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

  • Warrant means this Warrant and all Warrants issued in exchange, transfer or replacement thereof.

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

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

  • Warrant Securities means this Warrant and the Warrant Shares, collectively.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Call Warrant As defined in the recitals.

  • 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

  • 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.

  • Option Warrants shall have the meaning ascribed to such term in Section 2.2(a).

  • this Warrant means, collectively, this Warrant and all other stock purchase warrants issued in exchange therefor or replacement thereof.

  • 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.

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

  • 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.

  • 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.

  • Company Warrant means a warrant to purchase shares of Company Capital Stock.

  • Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date.

  • Warrant Stock means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or 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.

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

  • Warrant Shares means the shares of Common Stock issuable upon exercise of the Warrants.

  • 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 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.

  • Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.