Substitute Warrant definition

Substitute Warrant shall have the meaning set forth in Section 3.3(d).
Sample 1Sample 2
Substitute Warrant has the meaning assigned to it in Section 3.6.
Sample 1Sample 2
Substitute Warrant is defined in the Merger Agreement.
Sample 1

Examples of Substitute Warrant in a sentence

  • Other than as provided above, as of and after the Effective Time, each Substitute Warrant shall be subject to the same terms and conditions of the Company Warrants as in effect immediately prior to the Effective Time.

  • The Assignee acknowledges and agrees that its Substitute Warrant Certificate and the Warrant Shares to be issued upon exercise thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of its Substitute Warrant Certificate or any Warrant Shares to be issued upon exercise or conversion thereof except under circumstances which will not result in a violation of the Securities Act or any applicable state securities Laws.

  • The terms of each Substitute Warrant shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Parent Shares subsequent to the Effective Time.

  • The Assignee further confirms, acknowledges and agrees to its obligation to enter into and become bound by the other Stockholders’ Agreements upon any exercise by it of the Substitute Warrant Certificate.

  • Upon the initial exercise of the Substitute Warrant Certificate, such Adoption Agreement shall automatically (and without need of any further or other approval, consent or other action by any Person) be released from escrow.

  • To the extent required pursuant to Section 11(a) of the Warrant Certificate, the Assignee acknowledges and agrees that a restrictive legend shall be applied to the Assignee’s Substitute Warrant Certificate and the Warrant Shares issuable upon exercise of such certificate substantially consistent with the legend required pursuant to Section 11(a) of the Warrant Certificate.

  • Each Substitute Warrant shall be vested immediately following the Closing as to the same percentage of the total number of shares subject thereto as the Company Warrant was vested as to immediately prior to the Closing.

  • After the Effective Time, each Substitute Warrant shall be subject to the same terms and conditions as were applicable under the related Company Warrant immediately prior to the Effective Time.

  • In addition, if an Extraordinary Event occurs after the term of the Merchandiser Agreement, in its sole and absolute discretion, the surviving entity (which may be the Company), or another entity, may, but shall not be so obligated, tender to Merchandiser a Substitute Warrant.

  • Except as otherwise provided in this Agreement or the Purchase Agreement, this Agreement, the Purchase Agreement, the Substitute Note and the Substitute Warrant contain the entire agreement among the parties hereto and there are no agreements, representations or warranties that are not set forth herein.


More Definitions of Substitute Warrant

Substitute Warrant shall have the meaning specified in 2.8(a).
Sample 1
Substitute Warrant has the meaning set forth in Section 3.1(b).
Sample 1

Related to Substitute Warrant

  • Parent Warrant means each Parent Private Warrant and Parent Public Warrant.

  • Call Warrant As defined in the recitals.

  • 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.

  • 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.

  • Private Warrants means the Warrants the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public offering.

  • Parent Warrants means the outstanding warrants to purchase Parent Common Stock.

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

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

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

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

  • Permitted Warrant Transaction means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the Borrower’s common stock sold by the Borrower substantially concurrently with any purchase by the Borrower of a related Permitted Bond Hedge Transaction.

  • New Warrants means those certain warrants to purchase New Valaris Equity on the terms set forth in the New Warrant Agreement.

  • Exchange Price means as of any date, $1,000, divided by the Exchange Rate as of such date.

  • Option Warrants shall have the meaning ascribed to such term in Section 2.2(a).

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

  • special warrant means a security that, by its terms or the terms of an accompanying contractual obligation, entitles or requires the holder to acquire another security without payment of material additional consideration and obliges the issuer of the special warrant or the other security to undertake efforts to file a prospectus to qualify the distribution of the other security;

  • Warrant Exercise Price means $0.01 per share.

  • Adjustment Right means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with Section 2) of shares of Common Stock (other than rights of the type described in Section 3 and 4 hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

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

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Initial Warrant Exercise Date means __________, 1997.

  • Definitive Warrant means a Warrant Certificate in definitive form that is not deposited with the Depositary or with the Warrant Agent as custodian for the Depositary.

  • Placement Warrants shall have the meaning given in the Recitals hereto.

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

  • Warrant Certificate means a certificate in substantially the form attached as Exhibit 1 hereto, representing such number of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in this Agreement shall include delivery of a Definitive Certificate or a Global Warrant (each as defined below). All other capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.

  • Purchase Option Price means the amount payable by a Lessee upon the exercise of its option to purchase a related 2023-1 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 2023-1 Vehicle for which the related 2023-1 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 2023-1 Lease, (iii) an early termination fee and (iv) the Actuarial Payoff.