Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.
Initial Shares means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.
Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.
Private Placement Units shall have the meaning given in the Recitals hereto.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.
Investor Warrants has the meaning given it in the recitals of this Agreement.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Initial Units means, with respect to any Initial Limited Partner, the aggregate number of Class A Units owned by such Initial Limited Partner as of the date of this Agreement.
Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.
Company Units has the meaning set forth in the Recitals.
Sponsor Warrants shall have the meaning given in the Recitals hereto.
Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.
Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.
Unit Shares means the Common Shares comprising part of the Units;
Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.
First Closing has the meaning set forth in Section 2.1(a).
Parent Warrants means the outstanding warrants to purchase Parent Common Stock.
Founders means all Members immediately prior to the consummation of the IPO.
Initial Closing shall have the meaning ascribed to such term in Section 2.1.
Pre-Funded Warrants means, collectively, the Pre-Funded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full, in the form of Exhibit A-2 attached hereto.
Units means the units of the Company, each comprised of one share of Common Stock and one-half of one Warrant.
LLC Units has the meaning set forth in the LLC Agreement.
Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.