GES Warrant definition

GES Warrant means the warrant held by GES or its successors or assigns to purchase 1,400,000 shares of Capital Stock of ICD.
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GES Warrant means the warrant to purchase 1,400,000 shares of common stock of the Company at an exercise price equal to the per share offering price in the Rule 144A Offering to be issued by the Company to GES at Closing, in substantially the form of Attachment III hereto.
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Examples of GES Warrant in a sentence

  • In exchange for the contribution of the Contributed Assets, the Company hereby agrees to issue the GES Closing Shares and the GES Warrant to GES and the RAC Shares to RAC and assume the GES Assumed Liabilities and the RAC Assumed Liabilities.

  • GES has considered the suitability of the GES Closing Shares, GES Warrant and underlying GES Warrant Shares as an investment in light of its own circumstances and financial condition.

  • The GES Warrant attached hereto as Attachment III is hereby incorporated into the Contribution Agreement as Exhibit K for all purposes.

  • GES is familiar with the business and financial condition and operations of the Company and has had access to such information concerning the Company and the GES Closing Shares, GES Warrant and underlying GES Warrant Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase or acquisition of the GES Closing Shares, GES Warrant and underlying GES Warrant Shares.

  • Thus, if the name and account number of the Wire Transfer you initiate do not match, the beneficiary’s financial institution may accept the Wire Transfer based solely on the account number unless the beneficiary’s financial institution has knowledge of the discrepancy.

  • The term “Closing” as used herein shall refer to the actual contribution, transfer, assignment and delivery of the Contributed Assets to the Company in exchange for the Shares and the GES Warrant.

  • GES has not been formed for the specific purpose of acquiring the GES Closing Shares, GES Warrant or underlying GES Warrant Shares.

  • With the assistance of GES’s own professional advisors, to the extent that GES has deemed appropriate, GES has made its own legal, Tax, accounting and financial evaluation of the merits and risks of an investment in the GES Closing Shares, GES Warrant and underlying GES Warrant Shares and the consequences of this Agreement.

Related to GES Warrant

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

  • 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.

  • Public Warrants means the warrants included in the public units issued in the IPO, each of which is exercisable for one share of Common Stock, in accordance with its terms.

  • Black-Scholes Warrant Value means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be 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, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “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.

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

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

  • 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.

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

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

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

  • 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.

  • Private Warrants means the Warrants the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public offering.

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

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

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

  • Agent’s Warrants means the share purchase warrants of the Issuer which will be issued as part of the Agent’s Fee and which have the terms provided in this Agreement and the certificates representing such share purchase warrants;

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

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

  • 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.

  • U.S. Warrantholder means any Warrantholder that is a U.S. Person, acquired Warrants in the United States or for the account or benefit of any U.S. Person or Person in the United States;

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

  • 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.

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

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

  • New Warrants means those certain warrants to purchase New Valaris Equity on the terms set forth in the New Warrant Agreement.

  • Call Warrant As defined in the recitals.