Consideration Warrant definition

Consideration Warrant means one whole Nomad Share purchase warrant entitling the holder thereof to purchase one Nomad Share at a price equal to the Consideration Warrant Exercise Price, for a period of 24 months following the Effective Date, which warrant is exercisable (i) outside the United States by holders that are not U.S. Persons, or (ii) within the United States, by a holder that is a U.S. Person, if an exemption from registration under the U.S. Securities Act and state Securities Laws is available, and which warrant shall be transferable, subject to applicable Securities Laws; provided that if the daily volume weighted average trading price of the Nomad Shares on the Toronto Stock Exchange exceeds by 25% the Consideration Warrant Exercise Price for a period of 20 consecutive trading days, during the period from 12 months following the Effective Date until the expiry date of the Warrants, the Purchaser may give notice in writing to the holder of such Consideration Warrant that such Consideration Warrant shall expire on that day which is 30 days following such notice date unless exercised by the holders prior to such date;
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Consideration Warrant means one whole Nomad Share purchase warrant entitling the holder thereof to purchase one Nomad Share at a price equal to the Consideration Warrant Exercise Price, for a period of 24 months following the Effective Date, which warrant is exercisable (i) outside the United States by holders that are not U.S. Persons, or (ii) within the United States, by a holder that is a U.S. Person, if an exemption from registration under the U.S. Securities Act and state securities laws is available, and which warrant shall be transferable, subject to applicable securities laws; provided that if the daily volume weighted average trading price of the Nomad Shares on the TSX exceeds by 25% the Consideration Warrant Exercise Price for a period of 20 consecutive trading days, during the period from 12 months following the Effective Date until the expiry date of the Consideration Warrants, Nomad may give notice in writing to the holder of such Consideration Warrant that such Consideration Warrant shall expire on that day which is 30 days following such notice date unless exercised by the holders prior to such date. The Consideration Warrants will be created and issued pursuant to the terms of the Warrant Indenture.
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Consideration Warrant means an option to acquire a Common Share, subject to Applicable Law, on terms corresponding to a Warrant, Option or RN Option (as modified in Schedule 2.3A hereto) outstanding immediately after Closing and which such Consideration Warrant is exercisable only following the issuance of a Common Share in accordance with the terms of the Warrant or Option or RN Option to which the terms of the particular Consideration Warrant corresponds.
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Examples of Consideration Warrant in a sentence

  • Each Consideration Warrant is convertible into one common share of GoviEx for a period of three years at a price of $0.15 per share.

  • Each whole Consideration Warrant will entitle the holder to acquire one Pan American common share at a price of $35.00 per Pan American common share for a period of five years after the date on which Pan American first paid for Aquiline Shares tendered, December 7, 2009.

  • Upon exercise of the Warrant Agreement in accordance with its terms, including payment of the Exercise Price (as defined therein) for the Related Consideration Warrant Shares to be issued thereunder in full, the Related Consideration Warrant Shares issued thereunder will be duly authorized, validly issued, fully paid and non-assessable.

  • No provision hereof and no enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder to pay the Exercise Price for any Consideration Warrant Shares other than pursuant to an exercise of this Warrant or any liability as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • The execution and delivery of this Agreement, and upon exercise of the Related Consideration Warrants, the issuance and delivery of the Related Consideration Warrant Shares thereunder, have been duly and validly authorized by all necessary corporate action by the Company.

  • The Purchaser has the requisite power and authority to enter into this Agreement, and upon exercise of the Related Consideration Warrants, receive the Related Consideration Warrant Shares.

  • The Company shall at all times during the term of this Warrant reserve for issuance upon exercise of the then outstanding balance of this Warrant such number of shares of its Common Stock as shall be required for issuance of the Consideration Warrant Shares.

  • The Company has the requisite corporate power and authority to enter into this Agreement and to issue and deliver the Shares and, upon exercise of the Related Consideration Warrants, issue and deliver, the Related Consideration Warrant Shares.

  • Before taking any action that would result in an adjustment in the number of Consideration Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction over such action.

  • If any Consideration Warrant Shares required to be reserved for issuance upon exercise of Warrants require registration or qualification with any Governmental Entity (other than under the Securities Act or any state securities law) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered.


More Definitions of Consideration Warrant

Consideration Warrant means one Medoro Common Share purchase warrant, exercisable into one Medoro Common Share at a subscription price of $0.50 per Medoro Common Share and for a term of two years.
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Consideration Warrant means one whole Leagold Share purchase warrant entitling the holder thereof to purchase one Leagold Share at a price of C$3.70 for a period of two years from the Effective Date, which warrant is exercisable (i) outside the United States by holders that are not U.S. Persons, or (ii) within the United States, by holders that are U.S. Persons, if an exemption from registration under the U.S. Securities Act and state Securities Laws is available, and which warrant shall be transferable, subject to applicable Securities Laws;
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Related to Consideration Warrant

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

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

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

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Scheme Consideration means, in respect of:

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Base Consideration is defined in Section 2.2.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • 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.

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

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

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