Pre-Delivery Shares definition
Examples of Pre-Delivery Shares in a sentence
Beginning on the date on which no Notes are outstanding following the final Closing Date under the Purchase Agreement, and for a period ending on the six- month anniversary of such date (the “Purchase Right Period”), the Holder will have the right, but not the obligation, to purchase all or any portion or portions of the Pre-Delivery Shares at a price per share equal to 93% of the average of the daily VWAPs for the 10 Trading Days immediately preceding such purchase.
If at any time the product of (A) the number of Pre-Delivery Shares then outstanding and (B) the VWAP then in effect is less than 50% of the Principal of this Note and all Other Notes then outstanding, the Company shall register additional Pre-Delivery Shares in an amount necessary such that the dollar value of the Pre-Delivery Shares giving effect to such issuance equals at least 100% of the Principal of this Note and all Other Notes then outstanding.
This Section 3.2(c) shall only apply if the Holder does not have any Pre-Delivery Shares available to use or is otherwise unable to use Pre-Delivery Shares for an applicable conversion for any reason.
The Purchaser hereby covenants and agrees that if the Purchaser holds any Pre-Delivery Shares after the end of the Purchase Right Period which have not been purchased pursuant to the Transaction Documents, such remaining Pre-Delivery Shares shall be deemed surrendered and cancelled by the Purchaser on such date.
Beginning on the date on which no Notes are outstanding, and for a period ending on the six-month anniversary of such date (the “Purchase Right Period”), the Purchaser will have the right, but not the obligation, to purchase all or any portion or portions of the Pre-Delivery Shares at a price per share equal to 93% of the average of the daily VWAPs for the 10 Trading Days immediately preceding such purchase.
Notwithstanding anything herein to the contrary, Pre-Delivery Shares shall not become Delivery Shares, and the Holder shall not be deemed to beneficially own the Pre-Delivery Shares, to the extent such event would result in the Maximum Percentage being exceeded, and in such case any such shares shall be held in abeyance in accordance with Section 3.2(e) of this Note.
By accepting this Note, the Holder hereby agrees not to sell, assign, pledge, transfer, dispose of, swap, hedge, or enter into any such transaction, the Pre-Delivery Shares (as defined in the Purchase Agreement) to any Person other than (x) proportionally in connection with any transfer in whole, or in part, as applicable, of this Note to any other Person or (y) in accordance with this Section 4.4.
For the avoidance of doubt, all provisions in the Prior SPAs and the Prior Notes relating to the Pre-Delivery Shares shall apply with equal force and effect to this Agreement and the Note issued hereunder.
The Company shall register the Holder’s resale of any Pre-Delivery Shares issued or issuable pursuant to the Transaction Documents (including pursuant to the provisions of this Section 4.4) as soon as reasonably practicable, and in any event within the timeframes set forth in the Registration Rights Agreement.
The Holder hereby covenants and agrees that if the Holder holds any Pre-Delivery Shares after the end of the Purchase Right Period, such remaining Pre-Delivery Shares shall be deemed surrendered and cancelled by the Holder on the date such Holder of the Notes ceases to hold any Notes.