Examples of Covered Warrants in a sentence
For purposes of this Agreement, Covered Shares shall include any shares of the Company’s common stock acquired upon the exercise of any Covered Warrants and any shares of common stock issued in connection with a dividend, stock split, reclassification, recapitalization or other distribution with respect to, or in exchange for or in replacement of, any Covered Shares.
Chardan and the owners of at least ninety percent (90%) of the Covered Warrants (as defined in the Warrant Sale Agreement) shall have executed and delivered the Warrant Sale Agreement and the other agreements contemplated thereby.
Notwithstanding the foregoing, if a competing offer is made prior to the settlement of the Offer, Warrantholder shall be entitled to tender its Covered Warrants into such competing offer and to withdraw from the Offer any Covered Warrants previously tendered.
Sales of Covered Warrants shall be included as sales for purposes of the foregoing calculation, whether sold in a reported transaction or in a private placement transaction.
Except pursuant to this Agreement and the Transaction Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Covered Warrants.
Warrantholder hereby agrees to validly tender or cause to be tendered in the Offer all of the Covered Warrants in exchange for 0.167 common shares, US$1.00 par value per share, of Parent (the “Parent Shares”) per Company Warrant, subject to adjustment pursuant to Section 2.06(d) of the Transaction Agreement and otherwise pursuant to and in accordance with the terms of the Offer as promptly as practicable (but no later than the close of business on the fifth Business Day) after commencement of the Offer.
Warrantholder agrees that once the Covered Warrants are tendered, Warrantholder will not withdraw or cause to be withdrawn any of such Covered Warrants from the Offer, unless and until this Agreement shall have been terminated in accordance with Section 11(d).
Except as provided in this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, to which Warrantholder is a party obligating Warrantholder to Transfer, or cause to be Transferred, any of the Covered Warrants.
With respect to Warrantholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of Warrantholder, threatened against or affecting, Warrantholder or any of his properties or assets (including the Covered Warrants) that could reasonably be expected to impair the ability of Warrantholder to perform his obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.
Without limiting the foregoing, Warrantholder also agrees not to engage in any transaction with respect to any of the Covered Warrants with the primary purpose of depriving Parent of the intended benefits of this Agreement.