Conditional Warrants definition

Conditional Warrants means the conditional Warrants to be issued by the Issuer to the Vendors pursuant to the exercise of the Third Option, as more particularly described in the Investment Agreement.
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Conditional Warrants means the warrants to purchase shares of Common Stock each dated as of the Closing Date, to be executed and delivered on the Closing Date in accordance with Section 2.1 in the form of Exhibit C.
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Conditional Warrants means a series of Warrants that provide for the aggregate issuance of 20,000,000 shares (post-split) of Common Stock at an exercise price equal to $0.25 per share.
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Examples of Conditional Warrants in a sentence

  • Except for the Conditional Warrants, all of the outstanding warrants, convertible notes, convertible preferred stock and options have been duly and validly authorized by the board of directors of the Company and the board of directors of the Company has reserved a sufficient number of shares of Common Stock in the event all such warrants, convertible notes, convertible preferred stock and options are converted into shares of Common Stock of the Company.

  • If any of the Notes remain outstanding 180 days following the Closing Date, the Company further agrees to use its best efforts to immediately file a registration statement under the Securities Act (the "Conditional Registration Statement") covering the resale of (i) those shares of Common Stock issuable upon the exercise of the Conditional Warrants and (ii) those shares of Common Stock into which the Notes are convertible on the date prior to the filing of such Conditional Registration Statement.

  • Except for the Conditional Warrants, there are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of or ownership in the Company or any of its Subsidiaries other than those accurately described in the General Disclosure Package.

  • If the Notes are prepaid prior to 180 days and after 90 days following the Closing Date, the Company will use its best efforts to file a registration statement under the Securities Act covering the resale of those shares of Common Stock issuable upon the exercise of the Conditional Warrants within 30 days following such prepayment of the Notes.

  • Such Conditional Warrants shall be exercisable only upon certain conditions described therein.

  • The exercise price for the Conditional Warrants shall be Thirty Dollars ($30) per share, with such price being subject to certain anti-dilution reduction as provided in such Conditional Warrants.

  • At Closing, BSI will issue and sell to each Holder (in addition to the Stock Purchase Warrants), a Conditional Stock Purchase Warrant (collectively the "Conditional Warrants") to acquire Shares.

  • The aggregate purchase price for the Conditional Warrants shall be One Hundred Dollars ($100), which Holders shall pay to BSI at Closing.

  • The Holders hereby waive the right to any adjustment of the Purchase Price under Section 8(f) of the Initial Warrants (and any corresponding adjustment to the number of shares subject to the Initial Warrants under Section 8(h) thereof) as a result of the issuance of the New Warrants and Conditional Warrants and any shares of Common Stock issued upon exercise of the New Warrants or Conditional Warrants.

  • The Holders hereby agree that the Conditional Warrants are of no further force and effect and agree to surrender the Conditional Warrants to BSI on the date hereof.


More Definitions of Conditional Warrants

Conditional Warrants means Warrants issued pursuant to, and in the form of Exhibit B-2 of, the Purchase Agreement. “Determination Date” shall have the meaning set forth in paragraph 1D hereof. “Dilution Fee” shall have the meaning set forth in paragraph 3A. “Exercise Period” shall have the meaning set forth in paragraph 1A. “Exercise Price” shall have the meaning set forth in the introductory paragraph hereof. “Exercise Time” shall have the meaning set forth in paragraph 1A. “Fair Market Value” shall have the meaning set forth in the Purchase Agreement. “Former CEO Options” shall mean the options issued to Mr. David Xxxxx xx xcquire, in the aggregate, 100,000 shares of Common Stock. “Fully Diluted Basis” shall mean, at any given time, the number of shares of Common Stock actually outstanding at such time, plus the number of Stock Equivalents then outstanding (including Warrants), regardless of their exercise price or its equivalent. “Imputed Notes” shall mean Notes with a principal amount equal to the maximum amount of Notes sold under the Purchase Agreement multiplied by the Warrant Fraction. “Imputed Primary Warrants” shall mean Primary Warrants in the aggregate amount sold or issued under the Purchase Agreement multiplied by the Warrant Fraction. “IRR” shall have the meaning set forth in the Purchase Agreement. “Liquidating Dividend” shall have the meaning set forth in paragraph 3B. “Organic Change” shall have the meaning set forth in paragraph 2D. “Parent” shall have the meaning set forth in the introductory paragraph hereof. “Person” shall mean an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof. “Primary Warrants” shall mean all Warrants, other than any Conditional Warrants, issued pursuant to the Purchase Agreement. “Registered Holder” shall have the meaning set forth in the introductory paragraph hereof. “Securities” shall have the meaning set forth in paragraph 1D hereof. “Stage 1 Conditional Shares” shall have the meaning set forth in paragraph 1D hereof. “Stage 2 Conditional Shares” shall have the meaning set forth in paragraph 1D hereof. “Stage 3 Conditional Shares” shall have the meaning set forth in paragraph 1D hereof. “Stock Equivalents” shall mean any option, warrant, right or similar security or claim exercisable into, exchangeable for, or convertible to shares of Common Stock or the economic equivalent value of shares of Common Stock (including, by way of i...
Sample 1
Conditional Warrants means Warrants issued pursuant to, and in the form of Exhibit B-2 to, this Agreement. “Consolidated Net Income” shall mean, with respect to the Parent and its Subsidiaries for any period, the net income (or loss) of the Parent and its Subsidiaries for such period, excluding (a) any extraordinary gains during such period and (b) any foreign exchange translation gains or losses that might appear on or be reflected in the consolidated statement of earnings of the Parent and its Subsidiaries on a consolidated basis for such period. “Consolidated Net Worth” shall mean, at any date, the sum of (a) consolidated stockholders’ equity (excluding any equity attributable to any preferred stock which is mandatorily redeemable, or redeemable at the option of the holder thereof, prior to one year following the final stated maturity of the Term Financing) of the Parent and its Subsidiaries as of such date and (b) all Special Charges taken after September 29, 2001. “Controlled Group” shall mean the “controlled group of corporations” as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended, of which the Middleby Companies are a part from time to time. 5 “Default” shall mean any event or condition that, but for the giving of notice or the lapse of time, or both, would constitute an Event of Default. “Determination Date” shall mean the earlier to occur of (a) the date of payment in full of the Notes in accordance with the terms of this Agreement and (b) September 14, 2006. “Direct Competitor” shall mean a Person engaged in whole or in part in a business substantially similar to the Business. “Domestic Subsidiary” shall mean any Subsidiary that is incorporated in the United States. “EBITDA” shall mean for any period, without duplication, Consolidated Net Income for such period plus to the extent deducted in determining such Consolidated Net Income, Interest Expense, income tax expense, depreciation and amortization for such period. “Environmental Claims” means all claims, however asserted, by any governmental, regulatory or judicial authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release of hazardous substances or injury to the environment. “Environmental Laws” means all federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed and enforceable duties, licenses, authorizations and per...
Sample 1
Conditional Warrants is defined as the Conditional Stock Purchase Warrants being signed herewith, collectively with all modifications, extensions, renewals and replacements thereof and therefor;
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Related to Conditional Warrants

  • Additional Warrants means such further warrants as may be required or permitted to be issued by the Company in accordance with Condition 5 (such further warrants to rank pari passu with the Original Warrants and for all purposes to form part of the same series), each such Additional Warrant entitling the holder thereof to subscribe for one (1) New Share at such price as may be determined in accordance with Condition 5, upon and subject to the Conditions;

  • Original Warrants means the Warrants in registered form to be issued pursuant to the Deed Poll by the Company, each Warrant entitling the holder thereof to subscribe for one (1) New Share at the Exercise Price upon and subject to the Conditions;

  • Initial Warrants means the warrants of the Company to purchase shares of Common Stock underlying the Initial Units issued and outstanding prior to the IPO.

  • Special Warrants means the special warrants issued by the Company, at a price of $0.10 per Special Warrant, pursuant to the Special Warrant Private Placement and entitling the holder thereof to acquire, for no additional consideration, one Common Share pursuant to the terms and conditions in the Special Warrant Certificates; and

  • 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.

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

  • CDS Global Warrants means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;

  • Original Warrantholder means the United States Department of the Treasury. Any actions specified to be taken by the Original Warrantholder hereunder may only be taken by such Person and not by any other Warrantholder.

  • 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.

  • 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;

  • Working Capital Warrants shall have the meaning given in the Recitals hereto.

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

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

  • Series D 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 upon issuance and have a term of exercise equal to five (5) years, in the form of Exhibit C attached hereto.

  • 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 vest and be exercisable ratably commencing on the exercise of the Series B Warrants held by the Purchaser (or its assigns) and have a term of exercise equal to 5 years from the date of issuance, in the form of Exhibit C 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.

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

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

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

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

  • Class B Warrants means 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 5 years, in the form of Exhibit C attached hereto.

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

  • 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.

  • Note Shares means the shares of Common Stock issuable upon conversion of the Notes.

  • Additional Shares shall have the meaning specified in Section 14.03(a).