GP Warrant definition

GP Warrant means that certain warrant to purchase shares of Common Stock issued to GP pursuant to the Asset Contribution Agreement.
Sample 1

Examples of GP Warrant in a sentence

  • All GP Warrant Shares have been reserved for issuance and, when issued and delivered on exercise of the GP Warrants and payment therefor in accordance with the GP Warrants or in accordance with the Notes, will be validly authorized, validly issued, fully paid, and nonassessable and will not have been issued in violation of any preemptive right of stockholders.

  • Any term of this Agreement may be amended or waived only with the written consent of the Company and a majority of the Purchasers, which majority shall include the Lead Purchaser for so long as the GP Warrant and/or any principal remains outstanding under the Lead Purchaser’s Note(s).

  • Except as contemplated by the Registration Rights Agreement, Contributor acknowledges that Company has no obligation to register or qualify the Acquired Shares or the GP Warrant, or the Common Stock into which the Acquired Shares and/or the GP Warrant may be exercise for resale.

  • No Holder shall make any disposition of all or any portion of the GP Warrants or GP Warrant Shares except as permitted by the GP Warrants.

  • The issuance and delivery of the Acquired Shares and the GP Warrant to Contributor have been duly authorized by all requisite corporate action by Company.

  • Definitions.........................................................30 LIST OF EXHIBITS AND SCHEDULES Exhibit A - Form of Note Exhibit B - Form of GP Warrant Exhibit C - Form of NPDC Warrant Exhibit D - Form of Mortgage Exhibit E - Form of GP Registration Rights Agreement Exhibit F - Form of NPDC Registration Rights Agreement Exhibit G - Form of Indemnity Agreement Exhibit H - Form of Opinion of Andrea Kantor, Esq.

  • I/We here by declared that we have read and understood the BID and the hard copy of the initialed BID shall be submitted upon finalization as Successful Bidder.

  • Contributor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Acquired Shares and/or the GP Warrant, and on requirements relating to Company which are outside of Contributor’s control, and which Company is under no obligation and may not be able to satisfy.

  • No such adjustment of the number of GP Warrant Shares deliverable on exercise of the GP Warrants shall be made in connection with the adjustment of the Exercise Price provided for in Section 5.1(d).

  • On or as soon as practicable after the Spin-Off Date but in no event later than the fifth Business Day after such date, NPDC shall deliver to each GP Warrant Holder an NPDC Warrant Certificate representing the NPDC Warrants to which such GP Warrant Holder is entitled pursuant to this Section 1.4.

Related to GP Warrant

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

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

  • 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.

  • Call Warrant As defined in the recitals.

  • 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.

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

  • 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.

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

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

  • 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.

  • 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.

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

  • 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.

  • Class B Warrants means 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 and have a term of exercise equal to 5 years, in the form of Exhibit C attached hereto.

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

  • 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).

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

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

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

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

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

  • Certificated Warrant means a Warrant evidenced by a writing or writings substantially in the form of Schedule “A”, attached hereto;