Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Qualifying Warrants means net share settled warrants to purchase Common Stock that have an exercise price greater than the current Market Value of the issuer’s Common Stock as of their date of issuance, that do not entitle the issuer to redeem for cash and the holders of such warrants are not entitled to require the issuer to repurchase for cash in any circumstance.
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 and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.
SPAC Warrants means SPAC Private Warrants and SPAC Public Warrants, 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.
Investor Warrants has the meaning given it in the recitals of this Agreement.
Series D Warrants means, collectively, the 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 upon issuance and have a term of exercise equal to five (5) years, in the form of Exhibit C attached hereto.
Parent Warrants means the outstanding warrants to purchase Parent Common Stock.
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 vest and be exercisable ratably commencing on the exercise of the Series B Warrants held by the Purchaser (or its assigns) and have a term of exercise equal to 5 years from the date of issuance, in the form of Exhibit C attached hereto.
Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.
Sponsor Warrants shall have the meaning given in the Recitals hereto.
Option Warrants shall have the meaning ascribed to such term in Section 2.2(a).
Private Placement Warrants shall have the meaning given in the Recitals hereto.
Class B Warrants means the 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 5 years, in the form of Exhibit C attached hereto.
PIPE Shares shall have the meaning given in the Recitals hereto.
Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.
New Warrants means those certain warrants to purchase New Valaris Equity on the terms set forth in the New Warrant Agreement.
Commitment Shares shall have the meaning set forth in Section 12.04.
Parent Warrant means each Parent Private Warrant and Parent Public Warrant.
Series A Warrants means, collectively, the 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 from the Closing Date and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.
Private Warrants means the Warrants the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public offering.
Note Shares means the shares of Common Stock issuable upon conversion of the Notes.
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;
Placement Warrants shall have the meaning given in the Recitals hereto.
Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.