WARRANT PROFIT definition

WARRANT PROFIT means the aggregate profit which would be realized upon the exercise of the Warrant, and the immediate sale of all of the Warrant Shares issued upon such exercise, which shall be equal to the difference between: (i) the total of the fair market value per share of the Warrant Shares on the day immediately preceding each date of exercise of the Warrant (which shall be equal to the closing price of the Stock (or other securities which would have been issuable upon exercise of the Warrant) on the NASDAQ national market system, or such other exchange on which the Stock
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WARRANT PROFIT means the aggregate profit which would be realized upon the exercise of the Warrant, and the immediate sale of all of the Warrant Shares issued upon such exercise, which shall generally be equal to the difference between: (i) the total of the fair market value per share of the Warrant Shares on the day immediately preceding each date of exercise of the Warrant (which shall be equal to the closing price of the Stock (or other securities which would have been issuable upon exercise of the Warrant) on the NASDAQ national market system, or such other exchange on which the Stock or such other securities are traded, on the day immediately preceding such date of exercise or, if the Stock or such other securities are not then traded on a national securities exchange at the time of exercise, the fair market value per share of the Outstanding Stock or such other securities on the day immediately preceding such date of exercise) multiplied by the number of Warrant Shares issuable upon such exercise; and (ii)
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Related to WARRANT PROFIT

  • 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 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 October 30, 2008, (the “Purchase Agreement”) between Dyax Corp., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity Ltd., an international business company incorporated 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 Request Amount 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 October 30, 2008 (the “Purchase Agreement”) between Dyax Corp., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity Ltd., an international business company incorporated 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 2.1 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 200 The undersigned, the [ ] of Dyax Corp., 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 October 30, 2008 (the “Agreement”), by and between the Company and Azimuth Opportunity Ltd., an international business company incorporated 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):

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

  • 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.

  • Adjustment Fraction shall have the meaning set forth in Section 11(a)(i) hereof.

  • Exercise Price means the initial exercise price or the adjusted exercise price, depending on the context.

  • Warrant Exercise Price means $0.01 per share.

  • Operating Profit means the excess of Gross Revenues over the following deductions (“Deductions”) incurred by Manager, on behalf of Owner, in operating the Hotel:

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

  • Base Year Value means the assessed value of eligible property January 1 preceding the execution of the agreement plus the agreed upon value of eligible property improvements made after January 1 but before the execution of the agreement.

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

  • 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.

  • Exercise Payment means the amount of money equal to the Exercise Price multiplied by the number of Optioned Shares specified in the Notice of Exercise;

  • Cost Share means the member’s financial obligation for a covered service. Depending on the plan type, cost-share may include one or more of the following: deductible, copay, access fee, coinsurance, pharmacy deductible, and precertification charges.

  • Aggregate Exercise Price means, in connection with the exercise of this Warrant at any time, an amount equal to the product obtained by multiplying (i) the Exercise Price times (ii) the number of shares of Common Stock for which this Warrant is being exercised at such time.

  • Operating Profits means, as applied to any Person for any period, the operating income of such Person for such period, as determined in accordance with GAAP.

  • Call Warrant As defined in the recitals.

  • Extraordinary Losses Any loss incurred on a Mortgage Loan caused by or resulting from an Extraordinary Event.

  • Extraordinary Loss Any Realized Loss or portion thereof caused by or resulting from:

  • Warrant Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Per Share Fair Market Value has the meaning set forth in Section 13(C).

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

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

  • Initial Exercise Price shall have the meaning set forth in Section 2.4.1.