Private Warrant definition

Private Warrant means a warrant underlying the Private Units to purchase one Private Share at an exercise price of $11.50 in a private placement transaction.
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Private Warrant shall have the meaning given in the Recitals hereto.
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Private Warrant has the meaning ascribed to it in the Warrant Agreement.
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Examples of Private Warrant in a sentence

  • Each Private Warrant shall have the terms set forth in the Warrant Agreement.

  • Once a Private Warrant or Working Capital Warrant is transferred to a holder other than an affiliate or permitted transferee, it shall be treated as a Public Warrant hereunder for all purposes.

  • The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Private Warrant Agreement.

  • No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Private Warrant Agreement.

  • Once a Private Warrant or Working Capital Warrant is transferred to a holder other than to a Permitted Transferee, it shall be treated as a Public Warrant hereunder for all purposes.

  • Each Warrant other than a Private Warrant shall be: (a) issued in registered form only, (b) in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and (c) signed by, or bear the facsimile signature of, the Chairman of the Board, the Chief Executive Officer or the Chief Financial Officer of the Company.

  • In no event shall the Warrants be settled on a net cash basis nor shall the Company be required to issue unregistered shares upon the exercise of any Warrant that is not a Private Warrant.

  • The Company shall have obtained the consent of the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the Private Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.

  • The Company shall use its best efforts to have a registration statement in effect covering Warrant Shares issuable upon exercise of the Warrants (other than Warrant Shares to be issued upon exercise of any Private Warrant) from the date the Warrants become exercisable and to maintain a current prospectus relating to those Warrant Shares until the Warrants expire or are redeemed.

  • Upon issuance in accordance with, and payment pursuant to, the terms of the Private Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms.

Related to Private Warrant

  • Private Warrants means the Warrants the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public offering.

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Placement Warrants shall have the meaning given in the Recitals hereto.

  • Public Warrants means the warrants included in the public units issued in the IPO, each of which is exercisable for one share of Common Stock, in accordance with its terms.

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

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

  • Parent Warrant means each Parent Private Warrant and Parent Public Warrant.

  • New Warrant Agreement means that certain agreement providing for, among other things, the issuance and terms of the New Warrants issued by New Valaris Holdco as set forth in the Restructuring Term Sheet.

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

  • Call Warrant As defined in the recitals.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • 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.

  • Private Placement Agreement has the meaning set forth in Annex A hereto.

  • Private Placement Units shall have the meaning given in the Recitals hereto.

  • Private Placement (or “limited offering”) means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) of the 1933 Act or pursuant to rule 504, rule 505 or rule 506 under the 1933 Act.

  • Warrant Stock means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

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

  • U.S. Warrantholder means any Warrantholder that is a U.S. Person, acquired Warrants in the United States or for the account or benefit of any U.S. Person or Person in the United States;

  • 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.

  • this Warrant means, collectively, this Warrant and all other stock purchase warrants issued in exchange therefor or replacement thereof.

  • special warrant means a security that, by its terms or the terms of an accompanying contractual obligation, entitles or requires the holder to acquire another security without payment of material additional consideration and obliges the issuer of the special warrant or the other security to undertake efforts to file a prospectus to qualify the distribution of the other security;

  • New Warrants means those certain warrants to purchase New Valaris Equity on the terms set forth in the New Warrant Agreement.

  • 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.

  • 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.

  • 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.