Warrant Condition definition

Warrant Condition means the satisfaction of all of the following conditions: (x) the market value of one Share (as defined in the Warrant) as of immediately following the closing of the Liquidity Event is not less than four (4) times the then-effective Warrant Price (as defined in the Warrant) (the “Required Warrant Value”), and (y) the holder of the Warrant could have received (based on the average of the closing prices of the Borrower’s Common Stock over a thirty (30) day period), at any time following the closing of the Liquidity Event but prior to such holder’s exercise of the Warrant, cash consideration in respect of a sale of the Warrant or the Shares equal to at least the aggregate Required Warrant Value in respect of all Shares, pursuant to a sale of such Shares (or the Warrant) under an effective registration statement under the Securities Act of 1933, as amended (the “Act”) or pursuant to Rule 144 promulgated thereunder or other applicable exemption from registration under the Act.
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Warrant Condition means the holders of Company warrants outstanding as of the date hereof to purchase 60,000,000 shares of Common Stock at prices ranging from $0.245 per share to $0.47 per share have tendered to the Company signed agreements pursuant to which they agree to exchange said warrants for cash and Common Stock pursuant to the offer described in Section 4.8 hereof.
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Warrant Condition shall have the meaning set forth in Section 3.1(a)(iii)(3).
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Examples of Warrant Condition in a sentence

  • In the event the Lenders collect the Prepayment Fee from the Borrower in connection with a Liquidity Event and it is subsequently determined that the Warrant Condition was satisfied, the Lenders will promptly refund the Prepayment Fee to the Borrower.

  • In any case, a Subsequent Warrant Notice shall be delivered no later than five (5) Business Days after the date the Subsequent Warrant Condition has been satisfied.

  • If the Warrant Condition has been met, Parent shall notify the Stockholders’ Representative (as set forth in the Merger Agreement) in writing within five (5) Business Days.

  • If the Warrant Condition is not satisfied by January 28, 2011, then on January 31, 2011, all the shares subject to the Warrant Condition deposited into the Escrow Account shall be released to the Company and cancelled in accordance with Section 3.5 of the Merger Agreement.

  • For the avoidance of doubt, even if all Parent Warrants are exercised prior to the date the Warrant Condition is satisfied, Parent remains obligated to pay the Additional Parent Stock, upon satisfaction of the Warrant Condition.

  • If the Minimum Public Warrant Condition has been satisfied, in connection with and conditioned upon the consummation of the Merger, the Parent will cause the Merger Sub to execute an amendment to the Public Warrants, such that, as a result of the Merger, all outstanding Public Warrants will be cancelled and converted into the right to receive the Public Warrant Consideration.

  • Under the terms of the Merger Agreement, the obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer is subject only to (i) the Minimum Share Condition, (ii) the Minimum Public Warrant Condition, (iii) the Financing Condition, and (iii) the other conditions set forth on Exhibit A of the Merger Agreement (together with the Minimum Share Condition, the Minimum Public Warrant Condition, and the Financing Condition, the "Offer Conditions").

  • If the Offer is not completed because the Minimum Share Condition or Minimum Public Warrant Condition is not satisfied or because another condition, including the Financing Condition, is not satisfied or waived, Israeli Parent, Parent and Purchaser will reevaluate the acquisition of Shares and Public Warrants.

  • Subject to the satisfaction or the imminent satisfaction of the Additional Warrant Condition, the Company shall, prior to or on October 1, 2014, sign and deliver to the Subscribers, the form of Certificates of Additional Warrants, in the form attached hereto as Exhibit 4.1.

  • This Warrant shall vest in full and become exercisable on [[________] [__], 2010] [upon achievement of the $7.00 Warrant Condition set forth in Section 8 below] (the “Vesting Date”) and, notwithstanding anything to the contrary contained herein, shall expire at 5:00 p.m. (Eastern Time) on [______], 2017 (the “Termination Date”).


More Definitions of Warrant Condition

Warrant Condition means the volume weighted average price (“VWAP”) of the Common Stock as reported on The NASDAQ Stock Market (or, if The NASDAQ Stock Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded) for the twenty (20) consecutive Trading Day period ending on the Trading Day immediately prior to either the date the notice of the applicable Redemption Offer is delivered or the date of any applicable redemption occurs, in each case is less than $15.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock effected after the date hereof). A “Trading Day” means any day on which the Common Stock is traded on The NASDAQ Stock Market, or, if The NASDAQ Stock Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided, that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York Time). All capitalized terms used herein and not otherwise defined herein, either within the text in which it first appears or in Section 4.17, shall have the meanings set forth in the Purchase Agreement or the Promissory Note, as applicable.
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Related to Warrant Condition

  • Warrant Exercise Period shall commence (subject to Section 6(d) below), on the later of:

  • Warrant Coverage means 2.95% times the aggregate principal amount of Term Loan Advances (as defined in the Loan Agreement) made and funded under the Loan Agreement on the Effective Date.

  • Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.

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

  • Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date.

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

  • Initial Warrant Exercise Date means __________, 1997.

  • Warrant Certificate means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will be evidenced by a certificate;

  • Warrant Price as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.

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

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

  • Warrant Exercise Price means $0.01 per share.

  • Warrant Share Number means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.

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

  • Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).

  • Warrant means this Warrant and all Warrants issued in exchange, transfer or replacement thereof.

  • Conversion Right has the meaning set forth in Section 4.05(a) hereof.

  • Warrant Value means the fair value of all warrants, options and other similar rights issued to a third party in connection with an Other Financing, determined by using a standard Black-Scholes option-pricing model using an expected volatility percentage as shall be mutually agreed by the Investor and the Company. In the case of a dispute relating to such expected volatility assumption, the Investor shall obtain applicable volatility data from three investment banking firms of nationally recognized reputation, and the parties hereto shall use the average thereof for purposes of determining the expected volatility percentage in connection with the Black-Scholes calculation referred to in the immediately preceding sentence. EXHIBIT A TO THE COMMON STOCK PURCHASE AGREEMENT FORM OF FIXED REQUEST NOTICE Reference is made to the Common Stock Purchase Agreement dated as of November 8, 2011, (the “Purchase Agreement”) between Arena Pharmaceuticals, a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity, L.P., an international limited partnership organized under the laws of the British Virgin Islands. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 2.1 of the Purchase Agreement, the Company hereby issues this Fixed Request Notice to exercise a Fixed Request for the Fixed Amount Requested indicated below. Fixed Amount Requested: Optional Amount Dollar Amount: Pricing Period start date: Pricing Period end date: Settlement Date: Fixed Request Threshold Price: Optional Amount Threshold Price: Dollar Amount of Common Stock Currently Unissued under the Registration Statement; Dollar Amount of Common Stock Currently Available under the Aggregate Limit: Dated: By: Name Title: Address: Facsimile No. AGREED AND ACCEPTED By: Name Title: EXHIBIT B TO THE COMMON STOCK PURCHASE AGREEMENT FORM OF OPTIONAL AMOUNT NOTICE To: Fax#: Reference is made to the Common Stock Purchase Agreement dated as of November 8, 2011 (the “Purchase Agreement”) between Arena Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity, L.P., an international limited partnership organized under the laws of the British Virgin Islands (the “Investor”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 2.11 of the Purchase Agreement, the Investor hereby issues this Optional Amount Notice to exercise an Optional Amount for the Optional Amount Dollar Amount indicated below. Optional Amount Dollar Amount Exercised Number of Shares to be purchased VWAP on the date hereof: Discount Price: Settlement Date: Threshold Price: Dated: By: Name Title: Address: Facsimile No. EXHIBIT C TO THE COMMON STOCK PURCHASE AGREEMENT CERTIFICATE OF THE COMPANY CLOSING CERTIFICATE The undersigned, the [ ] of Arena Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of November 8, 2011 (the “Agreement”), by and between the Company and Azimuth Opportunity, L.P., an international limited partnership organized under the laws of the British Virgin Islands (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):

  • 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.

  • Warrant Agreements means those agreements entered into in connection with the Loan, substantially in the form attached hereto as Exhibit B pursuant to which Borrower granted Lender the right to purchase that number of shares of Series B Preferred Stock of Borrower as more particularly set forth therein.

  • Warrant Agreement means the Warrant Agreement, dated as of the date set forth in Item 4 of Schedule A hereto, as amended from time to time, between the Company and the United States Department of the Treasury.

  • Warrant Securities means this Warrant and the Warrant Shares, collectively.

  • SPAC Warrants means SPAC Private Warrants and SPAC Public Warrants, collectively.

  • Warrant Instrument means the Instrument constituting Tranche [·] warrants to purchase shares in Sinotech Energy Limited dated [ ] entered into by, among others, Premium Sino Finance Limited, Sinotech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng (as amended or supplemented from time to time).Dated:(Name of Authorized Signatory)Name:NotesThe name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Warrant Certificate. A representative of such registered holder should state the capacity in which he signs, e.g. executor.The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Administration Agent may require.

  • Purchase Option Price means the amount payable by a Lessee upon the exercise of its option to purchase a related 2024-1 Vehicle which amount equals (a) with respect to a Matured Vehicle, the Contract Residual Value plus any fees, taxes and other charges imposed in connection with such purchase and (b) with respect to a related 2024-1 Vehicle for which the related 2024-1 Lease has been terminated early by the Lessee, the sum of (i) any unpaid Monthly Payments due, (ii) any fees, taxes and other charges imposed in connection with the related 2024-1 Lease, (iii) an early termination fee and (iv) the Actuarial Payoff.

  • Black-Scholes Warrant Value means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.