Holdco Warrant Instrument definition

Holdco Warrant Instrument means the warrant instrument by and between Holdco and Computershare US, as warrant agent, governing the Holdco Warrants, to be entered into at the Closing.
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Examples of Holdco Warrant Instrument in a sentence

  • Any specific case will be treated with regard to the actual facts and circumstances particular to this case and accordingly we express no opinion on the outcome of any legal dispute that may arise in connection with the Holdco Warrant Instrument.

  • That the submission by the Addressee in the Holdco Warrant Instrument to the jurisdiction of the Delaware Court will be valid under the laws of the State of Delaware and under the laws of any other relevant jurisdiction (other than the laws of the Grand Duchy of Luxembourg).

  • That there are no provisions of the laws of any jurisdiction outside the Grand Duchy of Luxembourg which would be contravened by the execution or delivery of the Holdco Warrant Instrument and that none of the opinions expressed herein will be affected by the laws (including the public policy) of any jurisdiction outside the Grand Duchy of Luxembourg.

  • Insofar as any obligation or right of a party pursuant to the Holdco Warrant Instrument is to be performed or, as the case may be, exercised in any jurisdiction outside the Grand Duchy of Luxembourg, that its performance or, as the case may be, exercise will not be illegal or ineffective by virtue of the laws of that jurisdiction.

  • An e-mailed copy of an executed version of the unanimous consent of the members of the board of directors of the Addressee approving inter alia the Transaction and the issuance of the Holdco Warrants and the entering into and execution of the Holdco Warrant Instrument by the Addressee, on the Closing Date and conditional on Closing (the “Closing Approval”).

  • On the expiry of such period, all continuing rights of the NewRiver Holdco Warrantholders under the NewRiver Holdco Warrant Instrument (including the Subscription Rights, if not exercised) shall lapse (save in relation to any outstanding notices of exercise of Subscription Rights, in which case, the NewRiver Holdco Warrantholders’ rights shall lapse upon completion by NewRiver Holdco of its obligations in respect of any notices of exercise).

  • For the purposes of issuing this Opinion, the Business Combination Agreement, the Transaction Approval, the Closing Approval, the Notarial Documents, the Delegate of the Board Confirmations, the Registration Statement and the Holdco Warrant Instrument are collectively referred to as the “ Transaction Documents”.

  • To the extent that it shall be necessary to value any Assets pursuant to the NewRiver Holdco Warrant Instrument, unless expressly provided otherwise, the value of such Assets shall be determined by the Directors with the Consent of NewRiver Holdco Warrantholders, or, in the event that no Consent is obtained, by an Investment Bank.

  • For the purposes of issuing this Opinion, the Business Combination Agreement, the Transaction Approval, the Closing Approval, the Notarial Deed, the Delegate of the Board Confirmations, the Notarial Documents, the Registration Statement and the Holdco Warrant Instrument are collectively referred to as the “ Transaction Documents”.

  • An e-mailed copy of an executed version of the Holdco Warrant Instrument.

Related to Holdco Warrant Instrument

  • Warrant Instrument means the Instrument constituting Tranche [·] warrants to purchase shares in Sinotech Energy Limited dated [ ] entered into by, among others, Premium Sino Finance Limited, Sinotech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng (as amended or supplemented from time to time).Dated:(Name of Authorized Signatory)Name:NotesThe name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Warrant Certificate. A representative of such registered holder should state the capacity in which he signs, e.g. executor.The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Administration Agent may require.

  • Grant Instrument means the written agreement that sets forth the terms and conditions of a Grant, including all amendments thereto.

  • 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.

  • Warrant Agreements means those agreements entered into in connection with the Loan, substantially in the form attached hereto as Exhibit B pursuant to which Borrower granted Lender the right to purchase that number of shares of Series B Preferred Stock of Borrower as more particularly set forth therein.

  • Gift instrument means a record or records, including an institutional solicitation, under which property is granted to, transferred to, or held by an institution as an institutional fund.

  • Payment instrument means any personalised device(s) and/or set of procedures agreed between the payment service user and the payment service provider and used in order to initiate a payment order;

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

  • Warrant Purchase Agreement means a warrant purchase agreement under which a Warrant is issued entered into by Borrower and an Affiliate of Lenders contemporaneously with the execution of this Loan Agreement.

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

  • Warrant Agreement means the Warrant Agreement, dated as of the date set forth in Item 4 of Schedule A hereto, as amended from time to time, between the Company and the United States Department of the Treasury.

  • Sub-grant Agreement means an agreement entered into, or proposed to be entered into, between the Bank and a Sub-grant Recipient; and

  • Purchase Option As defined in Section 3.18(c).

  • 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.

  • Grant Agreement/Grant Number means Grant Number [Grant Agreement Number] awarded to Grantee.

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

  • Transfer Agent Instructions means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged in writing by the Transfer Agent.

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Transfer Agent Instruction Letter means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to issue Underlying Shares pursuant to the Transaction Documents, in the form of Exhibit B attached hereto.

  • Assessment instrument means the form provided for under the Supported Wage System that records the assessment of the productive capacity of the person to be employed under the Supported Wage System.

  • Call Warrant As defined in the recitals.

  • Share Purchase Agreement has the meaning set forth in the Recitals.

  • Trust instrument means this Agreement and Declaration of Trust as the same may be amended and restated from time to time.

  • 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.

  • Cash Investment Instrument means an Automated Clearing House (“ACH”) transfer, made payable to or endorsed to NCPS in the manner described in Section 3(c) hereof, in full payment for the Shares to be purchased by any Subscriber.

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