Delayed Draw Shares definition

Delayed Draw Shares means the shares of common stock of Acquiror issued pursuant to the Delayed Draw Stock and Warrant Purchase Agreement.
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Delayed Draw Shares means the shares of common stock of Acquiror issued pursuant to the Delayed Draw Stock and Warrant Purchase Agreement. “Delayed Draw Stock and Warrant Purchase Agreement” means that certain Stock and Warrant Purchase Agreement substantially in the form attached hereto as Exhibit F to be entered into among Acquiror and the purchasers party thereto on the Combination Closing Date. “Delayed Draw Warrants” means the warrants to purchase shares of common stock of Acquiror issued pursuant to the Delayed Draw Stock and Warrant Purchase Agreement. “Deposit Account” means a “deposit account” (as defined in Article 9 of the Uniform Commercial Code), investment account, securities account or other account in which funds are held or invested to or for the credit or account of any Note Party. “Deposit Account Control Agreement” means any account control agreement by and among a Note Party, the applicable depository bank and the Agent, in each case in form and substance reasonably satisfactory to the Agent. “Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction. “De-SPAC Transaction” means any acquisition, merger or other business combination (including the Combination) between the Issuer or any direct or indirect parent company of the Issuer and a “special purpose acquisition company” or similar entity whose shares are registered under Section 12(b) of the Exchange Act and listed on listed on the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market, in each case, the terms of which are substantially similar to the Combination. “Disclosing Party” has the meaning specified in Section 12.22. “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction or any issuance by any Subsidiary of its Equity Interests) of any property by any Note Party or any Subsidiary, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding the following:(a) the sale, lease, license, transfer or other disposition of inventory in the ordinary course of business, (b) the sale, lease, license, transfer or other disposition in the ordinary course of business of surplus, obsolete or worn out equipment no longer used or useful in the conduct of business of any Note Party and its Subsidiaries, (c) ...
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Examples of Delayed Draw Shares in a sentence

  • Francisco Partners and the Issuer mutually agree that the allocation of the issue price of each such investment unit among the Notes, the Initial Warrants, the Delayed Draw Shares and the Delayed Draw Warrants, as applicable, in accordance with Section 1273(c)(2) of the Code and Treasury Regulation Section 1.1273-2(h) shall be as mutually agreed by the Issuer and Francisco Partners.

  • Francisco Partners and the Issuer agree to report all income tax matters with respect to suchthe Notes, the Initial Warrants, the Delayed Draw Shares, and the Delayed Draw Warrants consistent with the provisions of this Section 2.03(b) unless otherwise required due to a change in applicable Law.

  • Francisco Partners and the Issuer agree to report all income tax matters with respect to such Notes, the Initial Warrants, the Delayed Draw Shares and the Delayed Draw Warrants consistent with the provisions of this Section 2.03(b) unless otherwise required due to a change in applicable Law.