Fully Exercising Investor definition

Fully Exercising Investor shall have the meaning set forth in Section 4.2.

Fully Exercising Investor has the meaning set forth in Section 8.1(b);

Fully Exercising Investor shall have the meaning specified in Section 2.2.

Examples of Fully Exercising Investor in a sentence

• The Company shall promptly, in writing, inform each Investor which elects to purchase all the Shares available to it ("Fully Exercising Investor") of any other Investor which does not elect to purchase all of the Shares available to such other Investor ("Non-Fully Exercising Investor").

• Each Fully Exercising Investor shall have ten (10) days after the receipt of such over-allotment notice to irrevocably elect to purchase all or a portion of the Over-Allotment Issuance Shares at the same price and on the same terms and conditions as indicated on the Offer Notice, by notifying the Company in writing of the number of Over-Allotment Issuance Shares to be purchased.

• After the PR Period, the Company shall deliver an over-allotment notice to each Fully Exercising Investor to inform them of the aggregate number of Over-Allotment Issuance Shares that are available for over-allotment.

• During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the ROFR Shares, such Over-Allotment Shares.

• An Investor purchasing in full its Pro Rata Portion is hereinafter referred to as a "Fully Exercising Investor".

More Definitions of Fully Exercising Investor

Fully Exercising Investor shall have the meaning set forth in Section 3.1 hereof.

Fully Exercising Investor has the meaning given to that term in Section 4.4 of this Agreement.

Fully Exercising Investor shall have the meaning set forth in Section 5.1(b)(ii).

Fully Exercising Investor has the meaning given to it in Article 67(b).

Fully Exercising Investor shall have the meaning set forth in Section 3.1 hereof. "Holder" means a registered holder of record of outstanding Eligible Securities or securities convertible into or exercisable for, directly or indirectly, Eligible Securities. "Investors" shall have the meaning set forth in the preamble hereto. "Notice" shall have the meaning set forth in Section 3.1 hereof. "Parties" shall have the meaning set forth in the preamble hereto. "Placement Agent Warrants" means the warrants issued by the Company to Newcourt Capital Securities, Inc. to purchase 3,314,830 shares of Common Stock as evidenced by that certain Warrant Certificate of even date herewith between the Company and Newcourt Capital Securities Inc., as the same may be amended from time to time. "Piggyback Request" shall have the meaning set forth in Section 2.2(a) hereof. "Qualified Primary Offering" means a firmly underwritten primary registered public offering of the Common Stock by the Company that raises at least $35 million in gross proceeds at a price of at least $5.00 per share (as adjusted for stock splits, stock combinations, recapitalizations and the like). "Registration Request" shall have the meaning set forth in Section 2.1 hereof. "Requesting Holder" shall have the meaning set forth in Section 2.1 hereof. "Rule 144" means Rule 144 promulgated by the Commission under the Securities Act, as in effect from time to time. "Securities" shall have the meaning set forth in the first recital of this Agreement. "Securities Act" means the Securities Act of 1933, as amended, and any similar or successor federal statute, and the rules and regulations of the Commission thereunder, all as the same may be in effect at the time. "Securities Purchase Agreement" shall have the meaning set forth in the first recital of this Agreement. "Series A Preferred Stock" shall have the meaning set forth in the first recital of this Agreement. "Series A Preferred Stock Warrants" means the warrants issued to certain of the Investors pursuant to the Securities Purchase Agreement or the Additional Purchase Agreement to purchase 100,000 shares of Series A Preferred Stock as evidenced by those certain Warrant Certificates, of even date herewith, between each such Investor and the Company, as each such Warrant Certificate may be amended from time to time. "Shares" shall have the meaning set forth in Section 3.1 hereof. ARTICLE II

Fully Exercising Investor means a Major Investor which has subscribed for all Shares offered thereto in connection with an offering pursuant to Section 5 and will be determined on an offering by offering basis.

Fully Exercising Investor means each Preferred Holder that, together with its Affiliates, purchases at least its Pro Rata Share of securities offered or such lesser number of shares as is offered by the Company to such Preferred Holder in connection with the Preferred Stock Financing.