Covered Warrants definition
Examples of Covered Warrants in a sentence
For purposes of this Agreement, Covered Shares shall include any shares of the Company’s common stock acquired upon the exercise of any Covered Warrants and any shares of common stock issued in connection with a dividend, stock split, reclassification, recapitalization or other distribution with respect to, or in exchange for or in replacement of, any Covered Shares.
Chardan and the owners of at least ninety percent (90%) of the Covered Warrants (as defined in the Warrant Sale Agreement) shall have executed and delivered the Warrant Sale Agreement and the other agreements contemplated thereby.
Except as provided in this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, to which Warrantholder is a party obligating Warrantholder to Transfer, or cause to be Transferred, any of the Covered Warrants.
Warrantholder agrees that once the Covered Warrants are tendered, Warrantholder will not withdraw or cause to be withdrawn any of such Covered Warrants from the Offer, unless and until this Agreement shall have been terminated in accordance with Section 11(d).
Warrantholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Covered Warrants on the books of the Company in violation of this Agreement.
Without limiting the foregoing, Warrantholder also agrees not to engage in any transaction with respect to any of the Covered Warrants with the primary purpose of depriving Parent of the intended benefits of this Agreement.
The average daily number of Covered Warrants exercised for cash or sold shall be measured on a weekly basis beginning with the week in which the Closing Price Threshold is first met after the Trigger Date and on a cumulative basis each week thereafter.
Warrantholder hereby agrees to validly tender or cause to be tendered in the Offer all of the Covered Warrants in exchange for 0.167 common shares, US$1.00 par value per share, of Parent (the “Parent Shares”) per Company Warrant, subject to adjustment pursuant to Section 2.06(d) of the Transaction Agreement and otherwise pursuant to and in accordance with the terms of the Offer as promptly as practicable (but no later than the close of business on the fifth Business Day) after commencement of the Offer.
With respect to Warrantholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of Warrantholder, threatened against or affecting, Warrantholder or any of his properties or assets (including the Covered Warrants) that could reasonably be expected to impair the ability of Warrantholder to perform his obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.
The Covered Warrants shall at all times be free and clear of Liens, proxies, powers of attorney, voting trusts, options, rights of first offer or refusal or agreements (other than any Liens or proxy created by this Agreement).