Warrant Terms. The Warrants represent a Call Option and Call Rights for the Units pursuant to Section 5.13 of the Standard Terms. Schedule III provides additional Warrant Terms. Call Date: Specified in Schedule III Call Price: Specified in Schedule III Warrant Agent: LaSalle Bank National Association Warrantholder: A holder of Warrants.
Warrant Terms. The Company hereby agrees to issue to the Underwriters (and/or its designees) on the Closing Date one or more warrants (“Underwriters’ Warrants”) for the purchase of an aggregate of 20,000 Shares. Each Underwriters’ Warrant, in substantially the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on a date which is one year from the Applicable Time (as defined below) and expiring on the five-year anniversary of the Applicable Time at an initial exercise price per Share of $7.50, which is equal to 125% of the public offering price of the Firm Shares. The Underwriters’ Warrants and the Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriters’ Securities.” The Underwriters understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the underlying Shares during the first year after the Effective Date and, effective upon the Company’s delivery of the Underwriters’ Warrants, agree that they will not, sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Underwriters’ Warrants and the underlying Shares for a period of one year following the Effective Date to anyone other than (i) a Selected Dealer (as defined below) in connection with the Offering, or (ii) a bona fide officer or partner of an Underwriter or of such Selected Dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.
Warrant Terms. Percentage of Total Equity There will be two classes of warrants as described below: the “FG Warrants” and “Lender Warrants” each permitting purchase of non-voting equity in an amount equal to up to two and one-half percent (2.5%) of total issued shares of “Propco Holdco,” the parent company that holds non-voting shares of New Propco, on a fully diluted basis for a total of 5% (or such lesser percentage as is calculated per the following paragraph). The FG Warrants and the Lender Warrants will have different strike prices as described below. The Warrants shall provide that, to the extent the Xxxxxxxx Affiliates and Mortgage Lenders purchase additional equity of Propco Holdco in connection with the Plan or if other outside investors purchase additional equity directly issued by Propco Holdco within the first six months after confirmation, then the percentage of outstanding equity that can be purchased upon exercise of such warrants shall be automatically ratably reduced to take into account the dilutive effect of the increase in total capitalization of Propco Holdco resulting from such equity sales.
Warrant Terms. The Warrants represent a Call Option and Call Rights for the Units pursuant to Section 5.13 of the Standard Terms. Schedule III provides additional Warrant Terms. Call Date: Specified in Schedule III Call Price: Specified in Schedule III Warrant Agent: LaSalle Bank National Association Warrantholder: A holder of Warrants. Distribution Dates: Each March 1 and September 1, or the next succeeding Business Day if such day is not a Business Day, commencing September 1, 2006, and any other date upon which funds are available (including without limitation funds available due to a Trust Wind-Up Event) for distribution in accordance with the terms hereof. If any payment with respect to the Underlying Securities held by the Trust is not received by the Trustee by 12 noon (New York City time) on a Distribution Date, the corresponding distribution on the Units will not occur until the next Business Day that the Trust is in receipt of proceeds of such payment prior to 12 noon, with no adjustment to the amount distributed or the Record Date.
Warrant Terms. In accordance with Section 4.5 of the Warrant Agreement, at the effective time of the Reincorporation Merger, each Warrant that is outstanding as of the effective time of the Reincorporation Merger shall be exercisable, subject and pursuant to the terms of the Warrant Agreement, for one share of ordinary shares of PubCo for $11.50 per share.
Warrant Terms. Subject to the provisions of this Agreement, each Warrant shall entitle the Warrant holder by exercising the Warrant to purchase from the Company one Share at a price of $0.8864 per Share (the "Exercise Price"). The Warrants will be exercisable subject to the following limitations:
(a) One-third of the Warrants held by Investor will be exercisable only after the ninetieth (90th) day following the date (the "Effective Date") on which the SEC declares the first registration statement provided for in Section 6 to be effective.
(b) An additional one-third of the Warrants held by Investor will be exercisable only after the one hundred eightieth (180th) day following the Effective Date; and
(c) The final one-third of the Warrants held by Investor will be exercisable only after the two hundred seventieth (270th) day following the Effective Date. Each exercise of the Warrants shall be contingent upon Investor, or its successors, having previously exercised the Warrants covered by this Agreement to the fullest extent permitted. The foregoing notwithstanding, the Company shall have the right to extend (but not accelerate), from time to time, in whole or in part, the dates on which, and the extent to which, the Warrants are exercisable. Such extensions shall be set forth in one or more written notices delivered to Investor not less than thirty (30) days prior to any date on which exercise would be permitted, as then in effect. The foregoing notwithstanding, provided that Investor has fully exercised all Warrants theretofore exercisable, Investor may exercise the Warrants to the extent not therefore exercised, on an after June 30, 2002. In any event, unless otherwise agreed in writing by the Company, the Warrants will expire at 5:00pm New York City Time on December 31, 2003 (the "Expiration Date").
Warrant Terms. Notwithstanding anything herein to the contrary, until the date that is thirty (30) days after the completion by the Company of a Business Combination (as defined below), the Warrants may not be transferred, assigned or sold by the holders thereof, other than:
(a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates (or their employees) (or, with respect to the Private Placement Warrants issued to the Underwriters, to any affiliate of the Underwriters or to any of the Underwriters’ respective officers, directors or member(s) or any of their respective affiliates);
(b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual;
(d) in the case of an individual, pursuant to a qualified domestic relations order;
(e) by private sales or transfers made in connection with the consummation of an Business Combination at prices no greater than the price at which the Warrants were originally purchased;
(f) if a holder is an entity, as a distribution to its partners, stockholders, officers or members upon its liquidation;
(g) by virtue of the laws of the State of Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; or
(h) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however, that, in the case of clauses (a) through (g), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors. Notwithstanding the foregoing, with respect to any Private Placement Warrants held by the Underwriters and/or their respective designees or affiliates, in ...
Warrant Terms. The Warrant shall have a strike price equal to One Hundred Twenty Percent (120%) of the closing bid price for Biovest shares on the date on which the Court in ABPI’s Reorganization Proceeding enters an order authorizing Accentia to carry out this Agreement and the warrant shall fully vest on the Approval Date for Agreement. However, for the two (2) year period immediately following the vesting date BDSI must obtain the prior written approval of Biovest in order to exercise all or any portion of the Warrant (the “Warrant Black-out Period”). The Warrant shall have a term of seven (7) years and shall include a cashless exercise feature. ABPI to the extent necessary, shall at the end of the Warrant Black-out Period cause its subsidiary, Biovest, to file a registration statement with the SEC covering the Underlying Equity Securities. Such registration statement, if required, shall remain effective for the term of the Warrant.
Warrant Terms. Each of the warrants described in Section 3.9(a) and Section 3.9(b) shall have a six (6) year term from the date of grant. The warrant described in Section 3.9(a) shall have a per share exercise price equal to the closing price of Stock (as reported on Nasdaq) on the Effective Date. The warrants described in Section 3.9(b) will have a per share exercise price equal to the closing price of Stock (as reported on Nasdaq) on the grant date. The vesting of any warrant issued under Section 3.9(a) and/or Section 3.9(b) shall terminate immediately and automatically upon the termination or expiration of this Agreement.
Warrant Terms. Percentage of Total Equity There will be two classes of warrants as described below: the “FG Warrants” and “Lender Warrants” each permitting purchase of non-voting equity in an amount up to two and one-half percent (2.5%) (or such lesser percentage as is set forth in the following paragraph) of the total outstanding shares of Propco Holdco on a fully diluted basis as of the Effective Date for a total of 5% of the outstanding equity, in all cases on the Effective Date and prior to giving effect to any New Propco related acquisition of Opco assets or equity. The Warrants shall provide that, to the extent the Xxxxxxxx Affiliates and Mortgage Lenders purchase additional equity of Propco Holdco in connection with the Plan or if other outside investors purchase additional equity within the first six months after confirmation, then the percentage of outstanding equity that can be purchased upon exercise of such warrants shall be automatically ratably reduced to take into account the dilutive effect of the increase in total capitalization of Propco Holdco resulting from such equity sales.
