MSD Warrants means the Warrants to Purchase 1,000,000 Shares of Common Stock of the Issuer, dated December 19, 2008, issued to SOF Investments, L.P.—Private IV.
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.
SPAC Warrants means the SPAC Public Warrants and the SPAC Private Placement Warrants.
Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.
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.
Investor Warrants has the meaning given it in the recitals of this Agreement.
Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, 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.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
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.
Option Warrants shall have the meaning ascribed to such term in Section 2.2(a).
Broker Warrants has the meaning ascribed to such term in Section 12 hereof;
Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.
Sponsor Warrants shall have the meaning given in the Recitals hereto.
Underlying Shares means the shares of Common Stock issuable upon conversion of this Debenture or as payment of interest in accordance with the terms hereof.
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.
Parent Warrants shall have the meaning assigned to it in Section 1.7(c) hereof.
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.
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.
New Warrants means those certain warrants to purchase New Valaris Equity on the terms set forth in the New Warrant Agreement.
Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.
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.
Commitment Shares shall have the meaning set forth in Section 12.04.
Qualifying Warrants means net share settled warrants to purchase Common Stock that have an exercise price greater than the current Market Value of the issuer’s Common Stock as of their date of issuance, that do not entitle the issuer to redeem for cash and the holders of such warrants are not entitled to require the issuer to repurchase for cash in any circumstance.
Placement Warrants shall have the meaning given in the Recitals hereto.
Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.