Beacon Warrant definition

Beacon Warrant has the meaning set forth in the recitals to this Agreement.
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Beacon Warrant has the meaning set forth in the Purchase Agreement.
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Examples of Beacon Warrant in a sentence

  • On the Closing Date, the Company shall deliver to each of the Purchasers a certificate or certificates in definitive form and registered in the name of each such Purchaser, representing its Purchased Shares and, in the case of Beacon, the Beacon Warrant against delivery by each of the Purchasers to the Company of the aggregate purchase price therefor by wire transfer of immediately available funds.

  • The Company has reserved an aggregate of 60,000,000 shares of Common Stock for issuance upon conversion of the Purchased Shares and 2,400,000 shares of Common Stock for issuance upon exercise of the Beacon Warrant.

  • The parties hereto irrevocably submit to the non-exclusive jurisdiction of any state or federal court sitting in the County of New York, in the State of New York over any suit, action or proceeding arising out of or relating to this Agreement, the other Transaction Documents, the Purchased Shares, the Beacon Warrant or the affairs of the Company.

  • No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer, sale or issuance of the Purchased Shares or the Beacon Warrant.

  • The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issue or delivery upon conversion of the Purchased Shares and exercise of the Beacon Warrant, as provided in the Certificate of Designations and the Beacon Warrant, the maximum number of shares of Common Stock that may be issuable or deliverable upon such conversion or exercise.

  • The amount of any payment to any Indemnified Party herewith in respect of any Loss shall be of sufficient amount to make such Indemnified Party whole for any diminution in value of the Purchased Shares or the Beacon Warrant to the extent such diminution in value is attributable to such breach.

  • If such Purchaser should in the future decide to dispose of any of such Purchased Shares or, in the case of Beacon, the Beacon Warrant, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect.

  • The Company shall issue such shares of Common Stock in accordance with the terms of the Certificate of Designations and the Beacon Warrant, and otherwise comply with the terms hereof and thereof.

  • The Company shall have duly executed and delivered to Beacon the Beacon Warrant in substantially the form attached hereto as Exhibit A, registered in the name of Beacon.

  • Each Stockholder hereby agrees that during the time this Agreement is in effect it will not vote any Shares in favor of the approval of any corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Purchase Agreement, including the issuance of the Series A Preferred Stock and the Beacon Warrant.

Related to Beacon Warrant

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

  • 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.

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

  • Series D 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 upon issuance and have a term of exercise equal to five (5) years, in the form of Exhibit C attached hereto.

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

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

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

  • Parent Warrants shall have the meaning assigned to it in Section 1.7(c) hereof.

  • 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 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.

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

  • Call Warrant As defined in the recitals.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

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

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

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

  • 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.

  • Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).

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

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

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

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

  • special warrant means a security that, by its terms or the terms of an accompanying contractual obligation, entitles or requires the holder to acquire another security without payment of material additional consideration and obliges the issuer of the special warrant or the other security to undertake efforts to file a prospectus to qualify the distribution of the other security;

  • New Warrant Agreement means that certain agreement providing for, among other things, the issuance and terms of the New Warrants issued by New Valaris Holdco as set forth in the Restructuring Term Sheet.

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

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.