A&R Warrant definition

A&R Warrant means an Amended and Restated Warrant to purchase 500,000 shares (before giving effect to the reverse stock split described in the recitals of this Note) of HOFREC Common Stock at an exercise price of $0.58 per share (before giving effect to the reverse stock split described in the recitals of this Note). The A&R Warrant (A) shall amend, restate, and supersede, in its entirety, as of the Effective Date, that certain Series F Common Stock Purchase Warrant (Series F No. W-2) executed and delivered by XXXXXX to Lender on or about March 1, 2022, (B) shall be exercisable, at Lender’s option, at any time from April 8, 2023 through and including March 1, 2029, and (C) shall be in the form of Exhibit A attached hereto.
A&R Warrant shall have the meaning set forth in the recitals to this Agreement.

Examples of A&R Warrant in a sentence

  • Xxxxxx has relied solely on independent investigations conducted by Lender or its advisors in making a decision to subscribe for the Commitment Fee Shares and A&R Warrant and acknowledges that no representations or agreements have been made to Lender other than those specifically set forth in this Note.

  • Each of the PubCo Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Warrants, except that they shall represent the right to acquire PubCo Ordinary Shares in lieu of shares of SPAC Ordinary Shares and shall otherwise be amended in accordance with the provisions of the A&R Warrant Agreement to (among other things) comply with all applicable Laws.

  • Xxxxxx acknowledges and agrees that Xxxxxx is able to hold the Commitment Fee Shares and A&R Warrant indefinitely and to afford a complete loss of Xxxxxx’s investment in the Commitment Fee Shares and A&R Warrant.

  • The Commitment Fee Shares and A&R Warrant are not being acquired, directly or indirectly, as nominee, trustee or representative of or for any other person or persons.

  • Xxxxxx represents that it has had access to all information that it deems material to an investment decision with respect to an investment in the Commitment Fee Shares and A&R Warrant.

  • Xxxxxx understands that the Commitment Fee Shares and A&R Warrant will be issued in book-entry, meaning uncertificated form.

  • Lender is able to bear the economic risk of losing its entire investment in the Commitment Fee Shares and A&R Warrant.

  • Xxxxxx is not relying on HOFREC with respect to the tax and other economic considerations of an investment and have consulted Xxxxxx’s own attorneys, accountants or investment advisors with respect to an investment in the Commitment Fee Shares and A&R Warrant.

  • Xxxxxx acknowledges and agrees that, based in part upon Xxxxxx’s representations contained herein and in reliance upon applicable exemptions, no interest in the Commitment Fee Shares and A&R Warrant has been registered under the Securities Act or the securities laws of any other domestic or foreign jurisdiction.

  • Xxxxxx understands that the Commitment Fee Shares and A&R Warrant are being issued in reliance upon an exemption from federal securities registration.

Related to A&R Warrant

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

  • Investor Warrants has the meaning given it in the recitals of this Agreement.

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

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

  • Broker Warrants has the meaning ascribed to such term in Section 12 hereof;

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

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

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

  • Call Warrant As defined in the recitals.

  • Series D Warrants means series D share purchase warrants of the Corporation issued to RTIH on May 22, 2012 in connection with the 2012 Rights Offering in accordance with the 2012 MoA, the terms of which are more particularly described under the heading “General Development of the Business – Agreements with the Rio Tinto Group – 2012 MoA”.

  • Series A Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately from the Closing Date and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

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

  • Insider Warrants is defined in the preamble to this Agreement.

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

  • Series C Warrants means, collectively, the Series C Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 9 months, in the form of Exhibit A attached hereto.

  • Parent Warrants has the meaning set forth in Section 5.3(a).

  • Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.

  • Other Warrants means any other warrants issued by the Company in connection with the transaction with respect to which this Warrant was issued, and any warrant issued upon transfer or partial exercise of or in lieu of this Warrant. The term “Warrant” as used herein shall be deemed to include Other Warrants unless the context clearly requires otherwise.

  • Company Warrant means a warrant to purchase shares of Company Capital Stock.

  • 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. Unless and until the Current Warrant Price is adjusted pursuant to the terms herein, the initial Current Warrant Price shall be $2.36 per share of Common Stock.

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

  • Common Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Common Warrants shall be exercisable immediately upon issuance and have a term of exercise equal to five (5) years from the initial exercise date, in substantially the form of Exhibit A attached hereto.

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

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

  • Series A Preferred Shares means the Series A Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.