Unregistered Warrants definition

Unregistered Warrants means 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 on the six (6) month anniversary of date of issuance and have a term of exercise equal to five (5) years from date of initial exercisability, in the form of Exhibit B attached hereto.
Sample 1
Unregistered Warrants means, the Common Stock Purchase Warrants, delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Unregistered Warrants shall be exercisable beginning six (6) months after the Closing Date, and have a term of exercise equal to five and one-half (5 1/2) years after the Closing Date, in the form of Exhibit C attached hereto.
Sample 1
Unregistered Warrants means the Common Warrants and Unregistered Pre-Funded Warrants.
Sample 1

Examples of Unregistered Warrants in a sentence

  • In the event that a holder shall sell or otherwise transfer any of such holder’s Unregistered Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation.

  • Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Unregistered Warrants shall be allocated to the remaining holders of Unregistered Warrants, pro rata based on the number of shares of Common Stock issuable upon exercise of the Unregistered Warrants then held by such holders (without regard to any limitations on exercise).

  • The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Unregistered Warrants based on number of shares of Common Stock issuable upon exercise of Unregistered Warrants held by each holder on the Issuance Date (without regard to any limitations on exercise) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”).

  • At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Unregistered Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

  • Such Purchaser is not purchasing the Unregistered Warrants as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.

  • Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Unregistered Warrants or the Unregistered Warrant Shares by the Company to the Purchasers as contemplated hereby.

  • The Unregistered Warrant Shares, when issued in accordance with the terms of the Unregistered Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

  • The Company agrees to timely file a Form D with respect to the Unregistered Warrants and the Unregistered Warrant Shares as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser.

  • Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Unregistered Warrants or Unregistered Warrant Shares by any form of general solicitation or general advertising.

  • The Company has offered the Unregistered Warrants and Unregistered Warrant Shares for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.


More Definitions of Unregistered Warrants

Unregistered Warrants means, the Common Share Purchase Warrants, delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Unregistered Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years from the Closing Date, in the form of Exhibit B attached hereto.
Sample 1

Related to Unregistered Warrants

  • Registered Warrantholders means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;

  • Registered Shares has the meaning set forth in Section 3.01(b).

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

  • 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.

  • Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.

  • Class B Warrants means 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 and have a term of exercise equal to 5 years, in the form of Exhibit C attached hereto.

  • Book Entry Warrants means Warrants that are to be held only by or on behalf of the Depository;

  • 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.

  • Certificated Warrant means a Warrant evidenced by a writing or writings substantially in the form of Schedule “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.

  • Registered Common Shares means Common Shares which are, as of the date of consummation of a Business Combination, and have continuously been for the 12 months immediately preceding such date, registered under Section 12 of the Exchange Act.

  • Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Broker Warrants has the meaning ascribed to such term in Section 12 hereof;

  • 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.

  • Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Non Book-Entry Preferred Securities shall have the meaning set forth in Section 2.4.

  • Series A-1 Preferred Shares means the Company’s series A-1 preferred shares, par value US$0.00001 per share.

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

  • Special Warrants means the special warrants issued by the Company, at a price of $0.10 per Special Warrant, pursuant to the Special Warrant Private Placement and entitling the holder thereof to acquire, for no additional consideration, one Common Share pursuant to the terms and conditions in the Special Warrant Certificates; and

  • Series A Preferred Shares means the Series A Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Class 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 and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • 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 D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • CDS Global Warrants means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;