Backstop Warrant definition

Backstop Warrant means the warrant to purchase Backstop Warrant Shares included among the Backstop Units.
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Backstop Warrant has the meaning assigned to it in Section 2.3.
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Backstop Warrant means this warrant and any warrant or warrants hereafter issued as a consequence of the exercise or transfer of this warrant in whole or in part.
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Examples of Backstop Warrant in a sentence

  • As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue the Backstop Warrant Shares and the Commitment Warrant Shares pursuant to any exercise of the Backstop Warrant or the Commitment Warrant, as applicable.

  • The Backstop Warrant Shares and Commitment Warrant Shares, when issued in accordance with the Backstop Warrant and Commitment Warrant, respectively, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company, other than restrictions on transfer provided for hereunder.

  • If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of the Backstop Warrant and the Commitment Warrant, the Company shall take such corporate act as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number as shall be sufficient for such purposes.

  • At the time such Backstop Investor was offered the Backstop Warrant and the Commitment Warrant, it was, and as of the date hereof it is, and on each date on which it exercises any the Backstop Warrant or the Commitment Warrant, it will represent and warrant that it is: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

  • The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon (i) exercise of the Backstop Warrant and Commitment Warrant, (ii) conversion or exchange of all other outstanding securities convertible or exchangeable for any shares of Common Stock and (iii) exercise of all outstanding options, warrants or rights to subscribe for or purchase Common Stock or securities convertible into or exchangeable for Common Stock.

  • Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower is duly authorized to borrow monies hereunder and to issue the Financing Unit Warrants and the Loan & Backstop Warrants, and each Loan Party and each of its Subsidiaries is duly authorized to perform its obligations under each Loan Document to which it is a party and, in the case of Borrower, under each Financing Unit Warrant and Loan & Backstop Warrant.

  • The exercise price for such Backstop Warrant shall be $0.01 per share of Common Stock.

  • Initiates should be given sufficient food at least twice a day and be allowed to drink water when necessary.

  • This Backstop Warrant may be exercised for cash at any time after the notice of redemption shall have been given and prior to the date fixed for redemption.

  • Each Backstop Warrant shall be exercisable into 0.5953061 shares of Common Stock (“Backstop Shares”).

Related to Backstop Warrant

  • Series D Warrants means, collectively, the Series D 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 5 years, in the form of Exhibit C attached hereto

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

  • 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.

  • 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.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

  • 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 and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • Backstop Agreement means that certain backstop commitment agreement by and among the Backstop Parties, Valaris, and the other Debtor parties thereto, as amended by that certain amended backstop commitment agreement, dated February 5, 2021, by and among the Backstop Parties, Valaris, and the other Debtor parties thereto, as may be further amended, supplemented, or modified from time to time, setting forth, among other things, the terms and conditions of the Rights Offering and the Backstop Commitments, attached as Exhibit 2 to the Restructuring Term Sheet.

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

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

  • 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.

  • Class B Warrants means, collectively, the Common Stock purchase warrants in the form of Exhibit C attached hereto 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 one year.

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

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

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

  • Backstop Commitment Agreement means that certain Backstop Commitment Agreement, by and between CEOC and the PropCo Preferred Backstop Investors party thereto from time to time, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms, the form of which shall be included in the Plan Supplement.

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

  • Series A Securities means the Company's 10.01% Series A Junior Subordinated Deferrable Interest Debentures due March 15, 2027, as authenticated and issued under this Indenture.

  • Backstop Commitment has the meaning set forth in Section 2.2(b).

  • Unsubscribed Shares means the Rights Offering Shares that have not been duly purchased by the Rights Offering Participants in accordance with the Rights Offering Procedures and the Plan.

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

  • Backstop Parties means, collectively, the Initial Backstop Parties and the Additional Backstop Parties.

  • Qualifying Warrants means net share settled warrants to purchase Common Stock that have an exercise price greater than the current Market Value of the issuer’s Common Stock as of their date of issuance, that do not entitle the issuer to redeem for cash and the holders of such warrants are not entitled to require the issuer to repurchase for cash in any circumstance.

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

  • Series A Shares means the Company’s Series A Preferred Stock, par value $0.01 per share.