Preferred Warrant definition

Preferred Warrant means each warrant to purchase or acquire Preferred Shares.

Preferred Warrant means any warrants to purchase Company Series A Preferred Stock.

Preferred Warrant shall have the meaning set forth in the Recitals in the form of Exhibit C attached hereto.

Examples of Preferred Warrant in a sentence

• The Company shall pay all Transfer Agent fees required for processing of any Notice of Exercise and all fees to DTC (or another established clearing corporation performing similar functions) required for electronic delivery of the Preferred Warrant Shares.

• For the avoidance of doubt, and to further clarify the anti-dilutive protections afforded to the Holder of this Warrant prior to the Conversion Date, upon the occurrence of a dilutive event prior to the Conversion Date, the Company and the Holder acknowledge and agree that the Conversion Price, and thereby the number of shares of Common Stock into which each Preferred Warrant Share may be converted, shall be adjusted as and to the extent provided in the Certificate of Designation.

• The Company and the Holder acknowledge and agree that (i) comparable adjustments in the PW Exercise Price for the events and matters described below are to be addressed by the terms of the Certificate of Designation relating to the Preferred Stock prior to any Conversion Date, and (ii) the number of Preferred Warrant Shares shall be appropriately adjusted for any split, combination or similar event relating to the Preferred Stock.

• Except as otherwise specified herein, (i) at any time that any of the Preferred Stock purchased by the Holder has not been converted to Common Stock, references in this Warrant to “Warrant Shares” shall mean Preferred Warrant Shares and to “Exercise Price” shall mean PW Exercise Price; and (ii) at any time that all of the Preferred Stock has been converted to Common Stock, references in this Warrant to “Warrant Shares” shall mean Common Warrant Shares and to “Exercise Price” shall mean CW Exercise Price.

• Partial exercises of this Warrant resulting in subscriptions for a portion of the total number of Preferred Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Preferred Warrant Shares issuable hereunder in an amount equal to the applicable number of Preferred Warrant Shares subscribed for.

More Definitions of Preferred Warrant

Preferred Warrant is defined in the recitals to this Agreement.

Preferred Warrant has the meaning set forth in the Recitals.

Preferred Warrant means all outstanding warrants to purchase shares of Preferred Stock.

Preferred Warrant means a purchase warrant which upon exercise entitled the holder thereof to receive one Preferred Share upon the payment of $0.50 per Preferred Share at any time until May 19, 2017.

Preferred Warrant means the Preferred Stock Warrant in the form attached hereto as Exhibit E.

Preferred Warrant has the meaning specified in the preamble to this Agreement.

Preferred Warrant is defined in the Recitals of this Agreement. “Preliminary Statement” is defined in Section 1.8(a) of this Agreement. “Pro Rata Escrow Portion” means, with respect to each Securityholder, the quotient obtained by dividing (x) in the case of a Common Holder, the number of Common Shares held by such Common Holder, and in the case of a Common Warrant Holder, the number of Common Warrant Shares issuable pursuant to such Common Warrant Holder’s Common Warrant(s) by (y) the sum of (i) the number of Common Shares held by all Common Holders party to this Agreement (including Joining Common Holders) plus (ii) the aggregate number of Common Warrant Shares held by all Common Warrant Holders. For the avoidance of doubt, the aggregate Pro Rata Escrow Portion shall always equal one hundred percent (100%). “Pro Rata Portion” means, with respect to each Seller (and Award Recipient), the quotient obtained by dividing (x) the aggregate Consideration Received by such Seller pursuant to this Agreement plus the Incentive Bonus Payment received by any Award Recipient, by (y) the sum of the aggregate Consideration Received by all Sellers pursuant to this Agreement plus the aggregate Incentive Bonus Payments received by all Award Participants. For the avoidance of doubt, the aggregate Pro Rata Portion shall always equal one hundred percent (100%). “Purchase Price” means an amount in cash equal to the sum of: (a) Three Hundred and Ten Million Dollars ($310,000,000) (the “Enterprise Value”); plus or minus (b) the Estimated Purchase Price Adjustment; minus (c) the Indebtedness; minus (d) the Incentive Bonus Payments; minus (e) the Selling Expenses; plus (f) the aggregate exercise prices of all of the Common Warrant Shares and the aggregate exercise prices of all of the Preferred Warrant Shares (the sum of the foregoing clauses (a) through (f), the “Initial Aggregate Purchase Price”). The Initial Aggregate Purchase Price shall be subject to further adjustment pursuant to Section 1.8 (as finally adjusted, the “Aggregate Purchase Price”). “Purchaser” is defined in the Preamble of this Agreement. “Purchaser Fundamental Representations” means the representations and warranties contained in Section 5.1 (Corporate Organization), Section 5.2 (Authority and Validity), Section 5.4 (Investment Intention), Section 5.5 (Financial Capability; Solvency), Section 5.6 (Brokers), Section 5.7 (Litigation) and Section 5.8 (Inspection; No Other Representations). “Purchaser Indemnified Parties” is define...