Fee in Lieu of Warrant definition

Fee in Lieu of Warrant means a payment of a fee equal to $30,000 due upon the Closing Date.
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Fee in Lieu of Warrant has the meaning set forth in Section 6.13.
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Fee in Lieu of Warrant means a payment of a fee equal to $75,000.
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Examples of Fee in Lieu of Warrant in a sentence

  • In the event that Borrower does not grant to Lender a warrant to purchase a number of Borrower’s preferred shares as set forth in Section 6.13, Borrower shall pay to Lender, promptly upon the execution of this Agreement, the Fee in Lieu of Warrant.

  • The effectiveness of this Business Financing Modification Agreement is conditioned upon payment of the Facility Fee, the Due Diligence Fee, and the first installment of the Fee in Lieu of Warrant.

  • Borrower shall pay to Lender the Fee in Lieu of Warrant as follows: (i) $25,000 due upon execution of the Business Financing Modification Agreement dated July 3, 2013, and (ii) $50,000 due upon the earliest of (x) the sale of substantially all of the assets of Borrower, (y) receipt of the Initial Cash Infusion, or (z) termination of this Business Financing Agreement.

  • Borrower shall pay the Fee in Lieu of Warrant to Lender promptly upon the execution of the Second Amendment.

  • Unless Borrower delivers a warrant in a form and substance acceptable to Lender, Borrower must pay the Fee in Lieu of Warrant to Lender promptly upon the execution of this Agreement.

  • Upon execution hereof, Borrower shall pay Lender the Domestic Facility Fee in the amount of $10,000, the EXIM Facility Fee in the amount of $5,000, the Term Advance Facility Fee in the amount of $20,000, the Fee in Lieu of Warrant in the amount of $20,000, the EXIM Application Fee in the amount of $100, and the Due Diligence Fee in the amount of $900, plus all out-of-pocket expenses.

  • Notwithstanding any other provision of this Lease to the contrary, Tenant shall be entitled to permit any or all of the tenants or occupants of the Building to use any or all of the Special Purpose Areas.

  • The effectiveness of this Business Financing Modification Agreement is conditioned upon (i) payment of all fees and expenses due and owing in accordance with Section 4 hereof, (ii) delivery of a warrant or payment of the Fee in Lieu of Warrant in accordance with Section 2.2(i) of the Business Financing Agreement, as amended hereby and (iii) delivery by each Borrower of updated Corporate Resolutions to Borrow.

  • The right to subscribe for and purchase shares of Warrant Stock represented hereby shall commence on November 21, 2002 and shall expire at 5:00 P.M., Eastern Time, on November 21, 2012 (such period being the "Term"); provided that this Warrant shall terminate and be of no further force and effect if the Issuer shall have paid to the Holder the Fee in Lieu of Warrant Amount at any time prior to the issuance of Warrant Stock upon exercise.

  • Borrower shall pay the Fee in Lieu of Warrant to Lender on the earlier of (i) the date of (a) the sale of all or substantially all of a Borrower’s assets or (b) a Change of Control, or (ii) September 30, 2018.


More Definitions of Fee in Lieu of Warrant

Fee in Lieu of Warrant means a payment of a fee equal to $20,000, due upon the date of the Second Amendment.
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Fee in Lieu of Warrant means a payment of a fee equal to $45,000.
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Fee in Lieu of Warrant means a fee equal to $25,000.
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Fee in Lieu of Warrant means a $40,000 fee in lieu of a warrant, due upon the earlier of (i) the date of (a) the sale of all or substantially all of a Borrower’s assets or (b) a Change of Control, or (ii) September 30, 2018.
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Related to Fee in Lieu of Warrant

  • Adjustment Right means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with Section 2) of shares of Common Stock (other than rights of the type described in Section 3 and 4 hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

  • Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of the Borrower delivered pursuant to Section 9.1(h) or setting forth the information described in clause (iv) to Section 9.1(d).

  • Warrant means this Warrant and all Warrants issued in exchange, transfer or replacement thereof.

  • Warrant Securities means this Warrant and the Warrant Shares, collectively.

  • Purchase Option Price means the amount payable by a Lessee upon the exercise of its option to purchase a related 2024-1 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 2024-1 Vehicle for which the related 2024-1 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 2024-1 Lease, (iii) an early termination fee and (iv) the Actuarial Payoff.

  • Adjustment Fraction shall have the meaning set forth in Section 11(a)(i) hereof.

  • Warrant Certificate means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will be evidenced by a certificate;

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • 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 Share means the Common Shares issuable upon the exercise of the Warrants.

  • Number of Warrants For each Component, as provided in Annex A to this Confirmation. Warrant Entitlement: One Share per Warrant

  • Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).

  • Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.

  • Warrant Value means the fair value of all warrants, options and other similar rights issued to a third party in connection with an Other Financing, determined by using a standard Black-Scholes option-pricing model using an expected volatility percentage as shall be mutually agreed by the Investor and the Company. In the case of a dispute relating to such expected volatility assumption, the Investor shall obtain applicable volatility data from three investment banking firms of nationally recognized reputation, and the parties hereto shall use the average thereof for purposes of determining the expected volatility percentage in connection with the Black-Scholes calculation referred to in the immediately preceding sentence. EXHIBIT A TO THE COMMON STOCK PURCHASE AGREEMENT FORM OF FIXED REQUEST NOTICE Reference is made to the Common Stock Purchase Agreement dated as of November 8, 2011, (the “Purchase Agreement”) between Arena Pharmaceuticals, a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity, L.P., an international limited partnership organized under the laws of the British Virgin Islands. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 2.1 of the Purchase Agreement, the Company hereby issues this Fixed Request Notice to exercise a Fixed Request for the Fixed Amount Requested indicated below. Fixed Amount Requested: Optional Amount Dollar Amount: Pricing Period start date: Pricing Period end date: Settlement Date: Fixed Request Threshold Price: Optional Amount Threshold Price: Dollar Amount of Common Stock Currently Unissued under the Registration Statement; Dollar Amount of Common Stock Currently Available under the Aggregate Limit: Dated: By: Name Title: Address: Facsimile No. AGREED AND ACCEPTED By: Name Title: EXHIBIT B TO THE COMMON STOCK PURCHASE AGREEMENT FORM OF OPTIONAL AMOUNT NOTICE To: Fax#: Reference is made to the Common Stock Purchase Agreement dated as of November 8, 2011 (the “Purchase Agreement”) between Arena Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity, L.P., an international limited partnership organized under the laws of the British Virgin Islands (the “Investor”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 2.11 of the Purchase Agreement, the Investor hereby issues this Optional Amount Notice to exercise an Optional Amount for the Optional Amount Dollar Amount indicated below. Optional Amount Dollar Amount Exercised Number of Shares to be purchased VWAP on the date hereof: Discount Price: Settlement Date: Threshold Price: Dated: By: Name Title: Address: Facsimile No. EXHIBIT C TO THE COMMON STOCK PURCHASE AGREEMENT CERTIFICATE OF THE COMPANY CLOSING CERTIFICATE The undersigned, the [ ] of Arena Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of November 8, 2011 (the “Agreement”), by and between the Company and Azimuth Opportunity, L.P., an international limited partnership organized under the laws of the British Virgin Islands (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):

  • Share means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.

  • 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.

  • Pro Forma Adjustment means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Restricted Subsidiary or the Consolidated EBITDA of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Borrower in good faith as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business or Converted Restricted Subsidiary with the operations of the Borrower and the Restricted Subsidiaries; provided that (i) at the election of the Borrower, such Pro Forma Adjustment shall not be required to be determined for any Acquired Entity or Business or Converted Restricted Subsidiary to the extent the aggregate consideration paid in connection with such acquisition was less than $5,000,000 and (ii) so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that the applicable amount of such cost savings will be realizable during the entirety of such Test Period, or the applicable amount of such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided further that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.

  • Warrant Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Common Share means one share of the common stock of the Company.

  • Warrant Price as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.

  • Option Exchange Ratio means the quotient obtained by dividing (i) the Cash Amount Per Share by (ii) the Acquiror Common Stock Price.

  • Purchase Option As defined in Section 3.18(c).

  • Warrant Exercise Price means $0.01 per share.

  • Fractional Share means a fractional share in the ICAV issued in accordance with Section 12.5.

  • Unit Share means a Common Share comprising part of each Unit;

  • Warrant Instrument means the Instrument constituting Tranche [·] warrants to purchase shares in Sinotech Energy Limited dated [ ] entered into by, among others, Premium Sino Finance Limited, Sinotech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng (as amended or supplemented from time to time).Dated:(Name of Authorized Signatory)Name:NotesThe name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Warrant Certificate. A representative of such registered holder should state the capacity in which he signs, e.g. executor.The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Administration Agent may require.