Out-of-the-Money Warrant definition

Out-of-the-Money Warrant means a Company Warrant that is not an In-the-Money Warrant as of immediately prior to the Effective Time.
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Out-of-the-Money Warrant means any Warrant having a per share exercise price in excess of the Per Share Estimated Payment, calculated for this purpose as if the Aggregate Warrant Exercise Price for all Warrants were included in the definition of “Estimated Purchase Price” and as if all of the Warrants were included in the definition of the “Aggregate Common Shares Deemed Outstanding.”
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Out-of-the-Money Warrant means each outstanding and unexercised Company Warrant immediately prior to the Effective Time for which the exercise price per share of such Company Warrant equals or exceeds the Per Share Closing Value, calculated as though such Company Warrant (and all outstanding and unexercised Company Warrants with the same or a lower exercise price per share) did not meet this definition of an “Out-of-the- Money Warrant.”
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Examples of Out-of-the-Money Warrant in a sentence

  • Prior to the Closing, the Purchaser shall use commercially reasonable efforts to cause each Out-of-the-Money Warrant and Out-of-the-Money Option to be canceled and retired and cease to exist without the payment of any consideration to the holder thereof.

  • As of the Effective Time, each Vested Company Warrant that is an Out-of-the-Money Warrant and is outstanding immediately prior to the Effective Time shall be, by virtue of the Merger, without any further action on the part of any holder thereof, cancelled and extinguished without any present or future right to receive any consideration therefor.

  • In the event the Warrant Consideration for any Warrant shall be equal to or less than zero, such Warrant shall be cancelled at the Effective Time without any consideration payable therefor (each an "Out-of-the-Money Warrant").

  • Each unexercised Out-of-the-Money Warrant outstanding immediately prior to the Effective Time will be cancelled and extinguished without the right to receive any cash or other payment.

  • At the Effective Time, each Out-of-the-Money Warrant outstanding immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof or payment therefor.

  • Subject to the terms and conditions of this Agreement, at the Effective Time, each Out-of-the-Money Warrant that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger, be cancelled and extinguished at the Effective Time without any present or future right to receive any portion of the Total Merger Consideration.


More Definitions of Out-of-the-Money Warrant

Out-of-the-Money Warrant means, with respect to any Company Warrant, that the exercise price payable in respect of a share of Company Capital Stock issuable pursuant to such convertible security is greater than the Common / Series A Amount Per Share.
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Out-of-the-Money Warrant means each outstanding and unexercised Company Warrant immediately prior to the Effective Time for which the exercise price per share of such Company Warrant equals or exceeds the Per Share Closing Value, calculated as though such Company Warrant (and all outstanding and unexercised Company Warrants with the same or a lower exercise price per share) did not meet this definition of an “Out-of-the-Money Warrant.”
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Out-of-the-Money Warrant is defined in Section 3.8(e).
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Out-of-the-Money Warrant means a Warrant that is not set forth on Schedule 2.7(j).
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Out-of-the-Money Warrant means a Company Warrant set forth in Schedule 2.1(h) hereto.
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Related to Out-of-the-Money Warrant

  • Out-of-the-Money Option means each Company Stock Option that has a per share exercise price that is equal to or greater than the Cash Amount.

  • In-the-Money Option means a Company Option that has an exercise price per Company Share that is less than the Consideration per Company Share.

  • In-the-Money Options means the excess of the market value of the Company’s shares on December 31, 2021 over the exercise price of the options.

  • Convertible Indebtedness means Indebtedness of the Parent that is convertible into common Equity Interests of the Parent (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common Equity Interests).

  • Permitted Convertible Indebtedness means senior, unsecured Indebtedness of the Borrower or any Restricted Subsidiary that is convertible into shares of common stock of the Borrower (or other securities or property following a merger event, reclassification or other change of the common stock of the Borrower), cash or a combination thereof (such amount of cash determined by reference to the price of the Borrower’s common stock or such other securities or property), and cash in lieu of fractional shares of common stock of the Borrower.

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

  • Permitted Warrant Transaction means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the Borrower’s common stock sold by the Borrower substantially concurrently with any purchase by the Borrower of a related Permitted Bond Hedge Transaction.

  • Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

  • Indebtedness for Money Borrowed means any obligation of, or any obligation guaranteed by, the Company for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments.

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

  • Purchase Money Obligations means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.

  • Purchase Money Obligation means, for any person, the obligations of such person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any property (including Equity Interests of any person) or the cost of installation, construction or improvement of any property and any refinancing thereof; provided, however, that (i) such Indebtedness is incurred within one year after such acquisition, installation, construction or improvement of such property by such person and (ii) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement, as the case may be.

  • Purchase Money Indebtedness means Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred at the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof.

  • Purchase Money Debt means Debt:

  • Permitted Purchase Money Debt Purchase Money Debt of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, as long as the aggregate amount does not exceed $5,000,000 at any time.

  • Permitted Purchase Money Indebtedness means, as of any date of determination, Purchase Money Indebtedness incurred after the Closing Date in an aggregate principal amount outstanding at any one time not in excess of $5,000,000.

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

  • Permitted Indebtedness means any of the following:

  • Applicable Indebtedness has the meaning specified in the definition of “Weighted Average Life to Maturity.”

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

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

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

  • Permitted Additional Indebtedness means Permitted Additional Unsecured Indebtedness and Permitted Additional Secured Indebtedness.

  • Permitted Convertible Debt means Indebtedness of the Borrower that is convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of Common Stock (or other securities or property following a merger event or other change of the Common Stock), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such Common Stock or such other securities); provided that such Indebtedness shall (a) not require any scheduled amortization or otherwise require payment of principal prior to, or have a scheduled maturity date earlier than, one hundred eighty (180) days after the Term Loan Maturity Date, (b) be unsecured, (c) not be guaranteed by any Subsidiary of Borrower, and (d) be on terms and conditions customary for Indebtedness of such type, as determined in good faith by the board of directors of the Borrower or a committee thereof; provided further, that any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of Borrower (or any of its Subsidiaries) (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision.

  • Related Indebtedness means any and all indebtedness paid or payable by Borrower to Administrative Agent or any Lender pursuant to any Loan Document other than any Note.

  • Extraordinary Transaction means any merger, acquisition, disposition of all or substantially all of the assets of the Company or other business combination involving the Company requiring a vote of stockholders of the Company.