Warrant Accounting Issue definition

Warrant Accounting Issue. Schedule A
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Warrant Accounting Issue has the meaning specified in Section 5.6.
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Warrant Accounting Issue means the fact that, pursuant to applicable Laws or requirements of the SEC in effect or announced as of the Effective Date, Parent may have improperly accounted for its outstanding warrants as equity instruments and may be required to restate its previously filed financial statements to reflect the classification of its outstanding warrants as liabilities for accounting purposes (together with any deficiencies in disclosure (including, without limitation, with respect to internal control over financial reporting or disclosure controls and procedures)) arising from the treatment of such warrants of Parent as equity rather than liabilities. EXHIBIT A Form of Support Agreements EXHIBIT B Form of Parent A&R Charter EXHIBIT C Form of Parent Amended and Restated Bylaws EXHIBIT D Form of Sponsor Support Agreement EXHIBIT E Form of Registration Rights Agreement EXHIBIT F Form of LTIP EXHIBIT G Form of ESPP G-1 EXHIBIT H Form of Stockholders’ Agreement EXHIBIT I Form of Escrow Agreement EXHIBIT J Form of Investor Rights Agreement EXHIBIT K Form of Parent Certificate of Designations
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Examples of Warrant Accounting Issue in a sentence

  • If limited to the SEC context, their argument is erroneous only with respect to that context.E.D. Reply 7, the plaintiffs were seeking treble damages for an injury inflicted at a time when the rate fixing was permitted by the Exchange Act and approved by the SEC.

  • To resolve the Warrant Accounting Issue, the Parent Q1 2021 Quarterly Report classified the Parent Warrants as derivative liabilities measured at fair value in the financial statements and notes contained therein.

  • From the date hereof through the Effective Time, except for such delays in filings as may be caused by the Warrant Accounting Issue, Acquiror will use reasonable best efforts to keep current and timely file all reports required to be filed or furnished with the SEC.

  • As of their respective dates, each of the Buyer SEC Documents, as amended (including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein), complied in all material respects with the applicable requirements of the Securities Act, or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Buyer SEC Documents except for the Warrant Accounting Issue.

  • Except with respect to the Warrant Accounting Issue, as of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the Acquiror SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

  • No written or, to the Knowledge of Parent, oral notice of non-compliance with any applicable Law has been received from any Governmental Entity by any of Parent, First Merger Sub or Second Merger Sub, other than, in each case, as may relate to, arise out of or be in connection with the Warrant Accounting Issue.

  • Except as set forth on Section 5.6 of the Parent Disclosure Letter, since its incorporation or organization, as applicable, each of Parent, First Merger Sub and Second Merger Sub has complied in all material respects with and has not been in violation of any applicable Law with respect to the conduct of its business, or the ownership or operation of its business, other than, in each case, as may relate to, arise out of or be in connection with the Warrant Accounting Issue.

  • The Parent SEC Reports were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations thereunder, other than, in each case, as may relate to, arise out of or be in connection with the Warrant Accounting Issue.

  • None of the Buyer SEC Documents contained, when filed or, if amended prior to the Effective Date, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading except for the Warrant Accounting Issue.

  • I thank Tiziana Pesenti for helping me in the searching of the earthquake through various Cronicae.


More Definitions of Warrant Accounting Issue

Warrant Accounting Issue means the fact that, pursuant to applicable Laws or requirements of the SEC in effect or announced as of the date of the Merger Agreement, Parent may have improperly accounted for its outstanding warrants as equity instruments and may be required to restate its previously filed financial statements to reflect the classification of its outstanding warrants as liabilities for accounting purposes (together with any deficiencies in disclosure (including, without limitation, with respect to internal control over financial reporting or disclosure controls and procedures)) arising from the treatment of such warrants of Parent as equity rather than liabilities.
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Warrant Accounting Issue has the meaning set forth in Section 8.06(a).
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Warrant Accounting Issue means the fact that, pursuant to Applicable Legal Requirements or requirements of the SEC in effect or announced as of the date of this Agreement, Parent may have improperly accounted for its outstanding warrants as equity instruments and may be required to restate its previously filed financial statements to reflect the classification of its outstanding warrants as liabilities for accounting purposes (together with any deficiencies in disclosure (including, without limitation, with respect to internal control over financial reporting or disclosure controls and procedures)) arising from the treatment of such warrants of Parent as equity rather than liabilities.
Sample 1
Warrant Accounting Issue means the fact that, pursuant to applicable Laws or requirements of the SEC in effect or announced as of the date of this Agreement, Acquiror may have improperly accounted for its outstanding warrants as equity instruments and may be required to restate its previously filed financial statements to reflect the classification of its outstanding warrants as liabilities for accounting purposes (together with any deficiencies in disclosure (including, without limitation, with respect to internal control over financial reporting or disclosure controls and procedures)) arising from the treatment of such warrants of Acquiror as equity rather than liabilities.
Sample 1
Warrant Accounting Issue means the fact that, pursuant to Applicable Legal Requirements or requirements of the SEC in effect or announced as of the date of this Agreement, Parent may have improperly accounted for its outstanding warrants as equity instruments and may be required to restate its previously filed financial statements to reflect the classification of its outstanding warrants as liabilities for accounting purposes (together with any deficiencies in disclosure (including, without limitation, with respect to internal control over financial reporting or disclosure controls and procedures)) arising from the treatment of such warrants of Parent as equity rather than liabilities. EXHIBIT A Form of Stockholder Voting and Support Agreement EXHIBIT B Form of LTIP EXHIBIT C Form of Employee Stock Purchase Plan EXHIBIT D Form of Second Amended and Restated Certificate of Incorporation of Parent EXHIBIT E Form of Amended and Restated Registration Rights Agreement
Sample 1
Warrant Accounting Issue means the fact that, pursuant to applicable Laws or requirements of the SEC in effect or announced as of the date of this Agreement, Parent may have improperly accounted for its outstanding warrants as equity instruments and may be required to restate its previously filed financial statements to reflect the classification of its outstanding warrants as liabilities for accounting purposes (together with any deficiencies in disclosure (including, without limitation, with respect to internal control over financial reporting or disclosure controls and procedures)) arising from the treatment of such warrants of Parent as equity rather than liabilities.
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Related to Warrant Accounting Issue

  • Audited financial report means and includes those items specified in Section 5 of this regulation.

  • Accounting Statement means for each financial year, the following statements, namely-

  • Annual Financial Statement is defined in Section 10.1(a).

  • Accounting Authority means the Board of PRASA;

  • Consolidated Current Ratio means, as of any date of determination, the ratio of (a) Consolidated Current Assets as of such date to (b) Consolidated Current Liabilities as of such date.

  • Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;

  • Share Exchange Ratio has the meaning given to it in Section 3.1(d);

  • Agreement Accounting Principles means generally accepted accounting principles as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.4.

  • Annual Financial Statements has the meaning set forth in Section 3.06.

  • Accounting Restatement means an accounting restatement that the Company is required to prepare due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

  • Company Audited Financial Statements has the meaning set forth in Section 3.11.

  • Financial Statements has the meaning set forth in Section 3.06.

  • Initial Financial Statements means (a) the audited annual Consolidated financial statements of Borrower dated as of December 31, 2009, and (b) the unaudited quarterly Consolidated financial statements of Borrower dated as of March 31, 2010.

  • Annual Accounting Period or “Financial Year” means the period commence on 1st July and shall end on 30th June of the succeeding calendar year.

  • Required Financial Statements has the meaning assigned to such term in Section 5.04(2).

  • Option Exchange Ratio means the quotient obtained by dividing (i) the Cash Amount Per Share by (ii) the Acquiror Common Stock Price.

  • Annual Accountant’s Report is defined in Section 3.04(a) of the Servicing Agreement.

  • Call Report means the Call Report(s) (as defined in Section 4102(4) of the SBJA) of the IDI Subsidiary(ies); and (b) if there are multiple IDI Subsidiaries, all references herein or in any document executed or delivered in connection herewith (including the Certificate of Designation, the Initial Supplemental Report and all Quarterly Supplemental Reports) to any data reported in a Call Report shall refer to the aggregate of such data across the Call Reports for all such IDI Subsidiaries.

  • Financial Statement Date means December 31, 1999.

  • Audited financial statement means a financial statement audited by an outside accounting firm.

  • Accounting Restatement Date means the earlier to occur of (a) the date that the Board, a committee of the Board authorized to take such action, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (b) the date that a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.

  • Financial Reports means the Annual Financial Statements and the Interim Accounts.

  • Financial Monitoring Report or “FMR” means each report prepared in accordance with Section 4.02 of this Agreement;

  • Annual Statement means, with respect to any Insurance Subsidiary for any fiscal year, the annual financial statements of such Insurance Subsidiary as required to be filed with the Insurance Regulatory Authority of its jurisdiction of domicile and in accordance with the laws of such jurisdiction, together with all exhibits, schedules, certificates and actuarial opinions required to be filed or delivered therewith.

  • Consolidated Financial Statements means, with respect to any Person, collectively, the consolidated financial statements and notes to those financial statements, of that Person and its Consolidated Subsidiaries prepared in accordance with GAAP.

  • Initial Engineering Report means the engineering report concerning Oil and Gas Properties of Loan Parties dated as of June 30, 2016, prepared internally by the Borrower.