Given under our hands, this 23th day of January 2014Michael Clark, Chair Fred Bussiere Susan GaudielloDawn Hatch Dennis MalloyA TRUE COPY OF WARRANT – ATTESTPlease notify the Selectmen’s Office at least five business days prior to this meeting if the meeting must be modified for your participation.
Number of Warrants For each Component, as provided in Annex A to this Confirmation. Warrant Entitlement: One Share per Warrant
Warrant means this Warrant and all Warrants issued in exchange, transfer or replacement thereof.
Warrant Exercise Price means $0.01 per share.
Call Warrant As defined in the recitals.
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.
Warrant Securities means this Warrant and the Warrant Shares, collectively.
SPAC Warrants means SPAC Private Warrants and SPAC Public Warrants, collectively.
Purchase Option As defined in Section 3.18(c).
Option Warrants shall have the meaning ascribed to such term in Section 2.2(a).
Warrant Purchase Agreement means a warrant purchase agreement under which a Warrant is issued entered into by Borrower and an Affiliate of Lenders contemporaneously with the execution of this Loan Agreement.
Company Warrant means a warrant to purchase shares of Company Capital Stock.
Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.
Purchase Option Price means the amount payable by a Lessee upon the exercise of its option to purchase a related Vehicle which amount equals (a) with respect to a Matured Vehicle, the Contract Residual Value plus any fees, taxes and other charges imposed in connection with such purchase and (b) with respect to a related 2015-2 Vehicle for which the related 2015-2 Lease has been terminated early by the Lessee, the sum of (i) any unpaid Monthly Payments due, (ii) any fees, taxes and other charges imposed in connection with the related Lease, (iii) an early termination fee and (iv) the Actuarial Payoff.
Warrant Shares means the shares of Common Stock issuable upon exercise of the Warrants.
Warrant Agreements means those agreements entered into in connection with the Loan, substantially in the form attached hereto as Exhibit B pursuant to which Borrower granted Lender the right to purchase that number of shares of Series B Preferred Stock of Borrower as more particularly set forth therein.
Warrant Documents means the Warrant Instrument, the Warrants and the Registration Rights Agreement.
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”.
Warrant Certificate means a certificate in substantially the form attached as Exhibit 1 hereto, representing such number of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in this Agreement shall include delivery of a Definitive Certificate or a Global Warrant (each as defined below). All other capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.
Warrant ADSs means ADSs representing Warrant Shares.
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.
Purchase Option Notice As defined in Section 3.18(e).
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.
Conversion Right has the meaning set forth in Section 4.05(a) hereof.
holder of a Warrant Certificate as used herein shall mean any person in whose name at the time any Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose.
Conversion Rights has the meaning set forth in Section 5.1.
Warrant Share Number means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.