Class C Warrant Shares definition

Class C Warrant Shares means the shares of Common Stock issuable upon exercise of the Class C Warrants.
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Class C Warrant Shares is defined in Section 2.01.
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Class C Warrant Shares. Each Class C Warrant entitles the holder upon exercise to purchase from the Company at any time after the Exercisability Date until 5:00 p.m., New York City time, on the Expiration Date, one (1) share of the Common Stock, subject to adjustment as set forth herein and in the Class C Warrant Agreement dated as of , 2002 (as the same may be amended from time to time in accordance with its terms, the “Class C Warrant Agreement”) by and between the Company and The Bank of New York, as warrant agent (the “ Warrant Agent”), in whole or in part, at the initial purchase price of $1.00 per share, on and subject to the terms and con- ditions set forth herein and in the Class C Warrant Agreement. Such purchase shall be payable in lawful money of the United States of America by certified or official bank check or any combination thereof to the order of the Warrant Agent for the account of the Company at the principal office of the Warrant Agent, but only subject to the conditions set forth herein and in the Class C Warrant Agreement. The number of shares of Common Stock for which each Class C Warrant is exercisable, and the price at which such shares may be purchased upon exercise of each Class C Warrant, are subject to adjustment upon the occurrence of certain events as set forth in the Class C Warrant Agreement. Whenever the number of shares of Common Stock for which a Class C Warrant is exercisable, or the price at which a share of such Common Stock may be purchased upon exercise of the Class C Warrants, is adjusted pursuant to the Class C Warrant Agreement, the Company shall cause to be given to each of the registered holders of the Class C Warrants at such holders’ addresses appearing on the Class C Warrant register written notice of such adjustment by first class mail postage pre-paid. No Class C Warrant may be exercised after 5:00 p.m., New York City time, on the Expiration Date, and to the extent not exercised by such time such Class C Warrants shall become void. Reference is hereby made to the further provisions of this Class C Warrant Certificate set forth on the reverse side hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Class C Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. THIS CLASS C WARRANT CERTIFICATE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCEPT THAT MATTERS RELATING TO THE CAPITAL STOCK OF THE COMPANY SHALL BE GOV...
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Examples of Class C Warrant Shares in a sentence

  • Payment for the Class C Warrant Shares shall be made by wire, or check payable to the order of the Company.

  • Dated: _________________________ XXXXXXXX XXXX Executive Vice President and General Counsel Serono S.A. Dated: _________________________ XXXXXXXX XXXX Executive Vice President and General Counsel Ares Trading S.A. Dated: _________________________ XXXXX XxXXXXX, ESQUIRE Xxxxx Xxxxxxx, LLP Counsel for Serono Dated: _________________________ XXXXXXX XXXXXXX Xxxxx Xxxxxxx, LLP Counsel for Serono 6 Case 1:05-cr-10282-RCL Document 7 Filed 12/21/05 Page 1 of 11 U.S. Department of Justice Xxxxxxx X.

  • Second, the Company shall reduce the Total Registrable Securities represented by the Class B Warrant Shares and the Class C Warrant Shares (applied, in the case that some Class B Warrant Shares and/or some Class C Warrant Shares may be registered, to the Class B Holders and the Holders on a pro rata basis based on the total number of unregistered Class B Warrant Shares and Class C Warrant Shares held by such Class B Holders and Holders).

  • The Company will not be required to issue fractional Class C Warrant Shares upon exercise of the Class C Warrants or distribute Share certificates that evidence fractional Class C Warrant Shares but the number of Class C Warrant Shares issuable shall be rounded up or down to the nearest whole number.

  • The Company shall cause to be mailed to the holder of a Class C Warrant copies of such officer's cer- tificate together with a notice stating that the Exercise Price and the number of Class C Warrant Shares purchasable upon exercise of a Class C Warrant have been adjusted and setting forth the adjusted Ex- ercise Price and the adjusted number of Class C Warrant Shares purchasable upon the exercise of such Class C Warrant.

  • The Exercise Price and the number of Class C Warrant Shares are subject to adjustment from time to time as provided in this Article VI.

  • The number and kind of Class C Warrant Shares for which a Class C Warrant may be exercised and the price at which Class C Warrant Shares may be purchased upon exercise of a Class C Warrant shall be subject to adjustment from time to time as set forth in Article VI hereof (the "Exercise Price").

  • Without limiting the generality of the forgoing, the Company will (i) not increase the par value of any Class C Warrant Shares receivable upon the exercise of a Class C Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value and (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Class C Warrant Shares upon the exercise of any Class C Warrant.

  • If any holder surrenders for exer- cise more than one Class C Warrant Certificate, the number of Class C Warrant Shares deliverable to such holder may, at the option of the Company, be computed on the basis of the aggregate amount of all the Class C Warrants exercised by such holder.

  • The Class C Warrant Shares have been duly authorized, and, when issued upon the exercise of the Class C Warrants in accordance with the terms of the Class C Warrant Agreement, will be validly issued, fully paid and non-assessable.


More Definitions of Class C Warrant Shares

Class C Warrant Shares preamble "Class D Warrants" preamble "Class D Warrant Shares" preamble "Common Stock" preamble "Company" preamble "Conversion Shares" preamble "Effectiveness Period" Section 2.1(c) "HT" preamble "Jansxxx/Xxxexx" preamble "Offering" preamble "Registration Statement" Section 2.1(a) "Series A Preferred" preamble "Shares" preamble "TBCGI" preamble
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Related to Class C Warrant Shares

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

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

  • 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.

  • Series B-2 Preferred Shares means the Company’s series B-2 preferred shares, par value US$0.00001 per share.

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

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

  • 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.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • 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 E Preferred Shares means the Series E 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 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.

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

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

  • Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.

  • Series A-1 Preferred Shares means the Company’s series A-1 preferred shares, par value US$0.00001 per share.

  • Series B-1 Preferred Shares means the Company’s series B-1 preferred shares, par value US$0.00001 per share.

  • 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.

  • Series D Shares means shares of Series D Convertible Preferred Stock, par value $0.001 per share of the Company and having the rights, privileges, preferences and restrictions set forth in the Charter.

  • 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.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Series A Preference Shares means the Series A Preference Shares of £0.05 each in the capital of the Company.

  • Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Warrant Share means a Common Share issuable upon exercise of one Warrant;

  • Series C Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C, of the Company.