GES Warrant definition

GES Warrant means the warrant held by GES or its successors or assigns to purchase 1,400,000 shares of Capital Stock of ICD.
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GES Warrant means the warrant to purchase 1,400,000 shares of common stock of the Company at an exercise price equal to the per share offering price in the Rule 144A Offering to be issued by the Company to GES at Closing, in substantially the form of Attachment III hereto.
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Examples of GES Warrant in a sentence

  • GES has not been formed for the specific purpose of acquiring the GES Closing Shares, GES Warrant or underlying GES Warrant Shares.

  • In exchange for the contribution of the Contributed Assets, the Company hereby agrees to issue the GES Closing Shares and the GES Warrant to GES and the RAC Shares to RAC and assume the GES Assumed Liabilities and the RAC Assumed Liabilities.

  • GES further understands that as such the GES Closing Shares, GES Warrant and underlying GES Warrant Shares are characterized as “restricted securities” under the Securities Act and that under the Securities Act and applicable regulations, such GES Closing Shares, GES Warrant and underlying GES Warrant Shares may be resold without registration under the Securities Act only in certain limited circumstances as provided by applicable Law.

  • The Shares and the GES Warrant shall be the total consideration paid by and required of the Company with respect to the subject matter of this Agreement.

  • GES is familiar with the business and financial condition and operations of the Company and has had access to such information concerning the Company and the GES Closing Shares, GES Warrant and underlying GES Warrant Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase or acquisition of the GES Closing Shares, GES Warrant and underlying GES Warrant Shares.

  • The GES Warrant attached hereto as Attachment III is hereby incorporated into the Contribution Agreement as Exhibit K for all purposes.

  • GES understands that no federal or state agency or other Governmental Authority has passed upon the merits or risks of an investment in the GES Closing Shares, GES Warrant and underlying GES Warrant Shares or made any finding or determination concerning the fairness or advisability of an investment in the GES Closing Shares, GES Warrant and underlying GES Warrant Shares.

  • Consequently, GES understands that GES must bear the economic risks of the investment in the GES Closing Shares, GES Warrant and, upon exercise of the GES Warrant, the underlying GES Warrant Shares for an indefinite period of time.

  • GES does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to such Person or to any third Person, with respect to any of the GES Closing Shares, GES Warrant and underlying GES Warrant Shares.

  • GES acknowledges that neither the Company nor any of its representatives or Affiliates has made any representation regarding the proper characterization of the GES Closing Shares, GES Warrant and underlying GES Warrant Shares for purposes of determining GES’s authority to invest in the GES Closing Shares, GES Warrant and underlying GES Warrant Shares.

Related to GES Warrant

  • SPAC Warrants means SPAC Private Warrants and SPAC Public Warrants, collectively.

  • Series C Warrants means, collectively, the Series C Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 9 months, in the form of Exhibit A attached hereto.

  • Sponsors’ Warrants means the warrants that are being sold privately by the Company simultaneously with the consummation of the IPO; and (vi) “Trust Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.

  • Public Warrants means the warrants included in the public units issued in the IPO, each of which is exercisable for one share of Common Stock, in accordance with its terms.

  • Black-Scholes Warrant Value means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Parent Warrant means each Parent Private Warrant and Parent Public Warrant.

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

  • Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Option Warrants shall have the meaning ascribed to such term in Section 2.2(a).

  • Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this 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”.

  • Private Warrants means the Warrants the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public offering.

  • Warrant Stock means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

  • Insider Warrants is defined in the preamble to this Agreement.

  • Parent Warrants has the meaning set forth in Section 5.3(a).

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

  • Agent’s Warrants means the share purchase warrants of the Issuer which will be issued as part of the Agent’s Fee and which have the terms provided in this Agreement and the certificates representing such share purchase warrants;

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

  • Placement Warrants shall have the meaning given in the Recitals hereto.

  • 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.

  • U.S. Warrantholder means any Warrantholder that is a U.S. Person, acquired Warrants in the United States or for the account or benefit of any U.S. Person or Person in the United States;

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • 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.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Broker Warrants has the meaning ascribed to such term in Section 12 hereof;