Underlying Warrant Shares definition

Underlying Warrant Shares means, at any time, all shares of Common Stock which may be acquired upon exercise of the Warrants. For purposes hereof, any person who holds Warrants shall be deemed to be the holder of the Underlying Warrant Shares obtainable upon exercise of such Warrants.

Underlying Warrant Shares means the shares of Common Stock issuable upon exercise of the Underlying Warrants;

Underlying Warrant Shares means the shares of Series B-2 Preferred Stock issuable upon the exercise of the Warrants.

Examples of Underlying Warrant Shares in a sentence

• The Company further covenants and agrees that upon exercise of the Underlying Warrants and payment of the respective Underlying Warrant exercise price therefor, all Underlying Warrant Shares issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any shareholder.

• None of the Warrants, the Shares, the Underlying Warrants, or the Underlying Warrant Shares have been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act").

• Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered holder of any such Underlying Warrants, in such holder's name or in such name as may be directed by such holder, certificates for the number of Underlying Warrant Shares so purchased.

• Thereafter, until the next such adjustment or until otherwise adjusted in accordance with this Section 8, the Underlying Warrants shall be exercisable at such adjusted exercise price and for such adjusted number of Underlying Warrant Shares.

• With respect to any of the Underlying Warrants, whether or not the Warrants have been exercised and whether or not the Warrants are issued and outstanding, the exercise price for, and the number of, Underlying Warrant Shares issuable upon exercise of the Underlying Warrants shall be automatically adjusted in accordance with Section 9 of the Public Warrant Agreement, upon the occurrence of any of the events described therein.

More Definitions of Underlying Warrant Shares

Underlying Warrant Shares means shares of Common Stock issued or issuable under Warrants issued by the Company to Subscribers on the Closing Date.

Underlying Warrant Shares means the shares of Common Stock issued or issuable, as the case may be, upon exercise of this Warrant, including, without limitation, any shares of Common Stock issuable with respect thereto by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, other reorganization or otherwise.

Underlying Warrant Shares shall have the meaning set forth in the recitals hereto.

Underlying Warrant Shares means, with respect to this Warrant, initially [ ]1 shares of Common Stock, subject to adjustment from time to time as set forth herein (including, without limitation, in connection with any partial exercise of this Warrant); provided, that, effective as of 9:00 a.m. (New York time) on the Initial Exercise Date, the then applicable number of Underlying Warrant Shares shall be reduced by the percentage set forth in the rightmost column of the table below based on the principal amount of the Term Loans repaid from the proceeds of issuances of equity and Indebtedness (as defined in the Term Loan Credit Agreement) that is junior in right of payment to the Term Loans (as defined in the Term Loan Credit Agreement) (and not from Scheduled Repayments under Section 2.07(a) of the Term Loan Credit Agreement or mandatory prepayments under Section 2.08(b)(ii) or (iii) of the Term Loan Credit Agreement) made under the Term Loan Credit Agreement between the Closing Date and the Initial Exercise Date:

Underlying Warrant Shares means the Ordinary Shares underlying the Warrant Shares.

Underlying Warrant Shares means, with respect to this Warrant, initially [_____]1 shares of Common Stock, subject to adjustment from time to time as set forth herein (including, without limitation, in connection with any partial exercise of this Warrant); provided, that, effective as of 9:00 a.m. (New York time) on the Initial Exercise Date, the then applicable number of Underlying Warrant Shares shall be reduced by the percentage set forth in the rightmost column of the table below based on the principal amount of the Term Loans repaid from the proceeds of issuances of equity and Indebtedness (as defined in the Term Loan Credit Agreement) that is junior in right of payment to the Term Loans (as defined in the Term Loan Credit Agreement) (and not from Scheduled Repayments under Section 2.07(a) of the Term Loan Credit Agreement or mandatory prepayments under Section 2.08(b)(ii) or (iii) of the Term Loan Credit Agreement) made under the Term Loan Credit Agreement between the Closing Date and the Initial Exercise Date: Principal Repaid Percentage Reduction Less than $20,000,000 0% At least $20,000,000 and less than $30,000,000 20.00% $30,000,000 or more 50.00% “Warrant Shares” means the shares of Common Stock transferable by the Company to the holder of this Warrant upon exercise of this Warrant. Section 2. Exercise. (a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company. Partial exercises of this Warrant shall have the effect of lowering the number of Underlying Warrant Shares in an amount equal to the number of Underlying Warrant Shares to which such exercise relates. The Holder and the Company shall maintain records showing the number of Underlying Warrant Shares with respect to which this Warrant has been exercised and the dates of such exercises. (b) Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.01 (t...

Underlying Warrant Shares immediately prior to any such events at a price equal to the product of (x) the number of shares of Class A Common Stock issuable upon exercise of the Holders' Warrants and the Underlying Warrants and (y) the Exercise Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance as if such Holders had exercised the Warrants and the Underlying Warrants.