IPO Valuation Warrants definition

IPO Valuation Warrants means the warrants to purchase Common Stock issuable to holders of Stock Purchase Rights upon the terms and conditions set forth in Section 1.6 of the Purchase Agreement.
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IPO Valuation Warrants has the meaning assigned to such term in ---------------------- the Securities Purchase Agreement.
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Examples of IPO Valuation Warrants in a sentence

  • Such Investor acknowledges that the Shares, the Parent Warrants, the Replacement Warrants, the Subsidiary Stock Purchase Rights, the IPO Valuation Warrants, the Subsidiary Warrants and the Conversion Shares have not been registered under the Securities Act or under any state securities laws.

  • On the Closing Date, there shall not be in effect any Law or Order directing that the purchase and sale of the Shares, the Parent Warrants, the Replacement Warrants, the Subsidiary Stock Purchase Rights, the IPO Valuation Warrants, the Subsidiary Warrants or the Conversion Shares, or any of the other transactions contemplated by this Agreement and the other Transaction Documents, not be consummated or which has the effect of rendering it unlawful to consummate any such transaction.

  • Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each Person who shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time.

  • All waiting periods applicable to the purchase of the Shares, the Parent Warrants, the Replacement Warrants, the Subsidiary Stock Purchase Rights, the IPO Valuation Warrants, the Subsidiary Warrants (to the extent such waiting periods are required to have expired prior to the Closing) and the Conversion Shares under the HSR Act shall have been terminated or expired.

  • No Action shall have been commenced by any governmental authority against any party hereto seeking to restrain or delay the purchase and sale of the Shares, the Parent Warrants, the Replacement Warrants, the Subsidiary Stock Purchase Rights, the IPO Valuation Warrants, the Subsidiary Warrants or the Conversion Shares, or any of the other transactions contemplated by this Agreement and the other Transaction Documents.

  • Each Newco agrees to (a) ---------------------------------- take any actions that CSI agrees to cause it to take or that is otherwise provided that it will take and (b) not take any actions that CSI agrees to cause it not to take or that is otherwise provided that it will not take in Section 1.6 of the Securities Purchase Agreement, including without limitation as such section relates to its issuance of IPO Valuation Warrants.

  • Each Newco agrees to (a) take any actions that CSI agrees to cause it to take or that is otherwise provided that it will take and (b) not take any actions that CSI agrees to cause it not to take or that is otherwise provided that it will not take in Section 1.6 of the Securities Purchase Agreement, including without limitation as such section relates to its issuance of IPO Valuation Warrants.

Related to IPO Valuation Warrants

  • 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.

  • Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.

  • Exercise Valuation Date means the first Scheduled Trading Day of the month following the expiry of 35 calendar days after the Exercise Date. For the avoidance of doubt, the 35 calendar day period is mandatory and non-waivable by either the Issuer or the Holder.

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

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

  • Call Valuation Date means the first Scheduled Trading Day of the month following the expiry of 35 calendar days after the Issuer’s Call Date. For the avoidance of doubt, the 35 calendar day period is mandatory and non- waivable by either the Issuer or the Holder.

  • Additional Warrants means such further warrants as may be required or permitted to be issued by the Company in accordance with Condition 5 (such further warrants to rank pari passu with the Original Warrants and for all purposes to form part of the same series), each such Additional Warrant entitling the holder thereof to subscribe for one (1) New Share at such price as may be determined in accordance with Condition 5, upon and subject to the Conditions;

  • Working Capital Warrants shall have the meaning given in the Recitals hereto.

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

  • Initial Warrants means the warrants of the Company to purchase shares of Common Stock underlying the Initial Units issued and outstanding prior to the IPO.

  • Merger Valuation Period for any Merger Event means the five consecutive Trading Day period immediately preceding, but excluding, the effective date for such Merger Event.

  • 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.

  • Approved Valuation Firm means, with respect to any Collateral Obligation, each of (a) Xxxxxx Xxxxxx, (b) Xxxxxxxx Xxxxx, (c) Lincoln International LLC, (d) Duff & Xxxxxx and (e) any other nationally recognized valuation firm approved by the Borrower and the Facility Agent.

  • Ordinary Shares Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

  • Company Warrants means warrants to purchase shares of Company Common Stock.

  • 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.

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

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

  • 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.

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

  • Initial Valuation Date means the Issue Date, provided that if such day is not an Exchange Business Day for a Share then the Initial Valuation Date for that Share will be the first succeeding day that is an Exchange Business Day, subject to the occurrence of a Market Disruption Event. See “DESCRIPTION OF THE NOTES – Market Disruption Event” below for further detail.

  • Initial Valuation means, when used with reference to specified Collateral, the Valuation initially performed for the Collateral as of the date on which the Collateral was added to the Collateral Pool. The Initial Valuation for each of the Initial Mortgaged Properties is as set forth in Exhibit A to the Agreement.

  • 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.

  • Company Convertible Securities means, collectively, any options, warrants or rights to subscribe for or purchase any capital stock of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of the Company.

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):