Beacon Warrant definition

Beacon Warrant has the meaning set forth in the Purchase Agreement.
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Beacon Warrant has the meaning set forth in the recitals to this Agreement.
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Examples of Beacon Warrant in a sentence

  • The obligation of the Purchasers to purchase the Purchased Shares and, in the case of Beacon, the Beacon Warrant, to pay the purchase price therefor at the Closing and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Purchasers of the following conditions on or before the Closing Date.

  • The Company shall issue such shares of Common Stock in accordance with the terms of the Certificate of Designations and the Beacon Warrant, and otherwise comply with the terms hereof and thereof.

  • Such shares of Common Stock are duly authorized and, when issued or delivered in accordance with the Certificate of Designations and the Beacon Warrant, shall be validly issued, fully paid and non-assessable.

  • Each Stockholder hereby agrees that during the time this Agreement is in effect it will not vote any Shares in favor of the approval of any corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Purchase Agreement, including the issuance of the Series A Preferred Stock and the Beacon Warrant.

  • The Company shall have obtained the Stockholder Approval in connection with the issuance of the Purchased Shares and the Beacon Warrant in accordance with the terms of this Agreement at a duly called meeting of the stockholders of the Company.

  • Each Purchaser shall be prepared to pay the aggregate purchase price for the Purchased Shares to be purchased by such Purchaser and, in the case of Beacon, the aggregate purchase price for the Beacon Warrant.

  • No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer, sale or issuance of the Purchased Shares or the Beacon Warrant.

  • The amount of any payment to any Indemnified Party herewith in respect of any Loss shall be of sufficient amount to make such Indemnified Party whole for any diminution in value of the Purchased Shares or the Beacon Warrant to the extent such diminution in value is attributable to such breach.

  • The parties hereto irrevocably submit to the non-exclusive jurisdiction of any state or federal court sitting in the County of New York, in the State of New York over any suit, action or proceeding arising out of or relating to this Agreement, the other Transaction Documents, the Purchased Shares, the Beacon Warrant or the affairs of the Company.

  • On the Closing Date, the Company shall deliver to each of the Purchasers a certificate or certificates in definitive form and registered in the name of each such Purchaser, representing its Purchased Shares and, in the case of Beacon, the Beacon Warrant against delivery by each of the Purchasers to the Company of the aggregate purchase price therefor by wire transfer of immediately available funds.

Related to Beacon Warrant

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

  • 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.

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

  • 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.

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

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

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

  • 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.

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

  • Call Warrant As defined in the recitals.

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

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

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

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

  • 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.

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

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

  • 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.

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

  • 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;

  • 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.

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

  • 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.