Holding Warrants definition

Holding Warrants means warrants to be issued to holders of Class 5 Claims to receive up to an aggregate of 30% of the sum of (a) the Distributable New Equity of Reorganized Group and (b) the 4% of New Common Stock of Reorganized Group for distribution to management through the Management Stock Plan, as more fully described in the Holding Warrants Term Sheet attached to the Disclosure Statement as Appendix D and documented in the Warrant Agreement attached as Exhibit 7.6(c) hereto.
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Holding Warrants has the meaning specified in Section 2.1(b).
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Holding Warrants means warrants to purchase 800,000 shares of Common Stock issued to creditors of the Company pursuant to the terms of the Plan.
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Examples of Holding Warrants in a sentence

  • The offer and issuance of the Holding Warrants, and the distribution thereof, under this Plan shall be exempt from registration under applicable securities laws pursuant to section 1145(a) of the Bankruptcy Code.

  • On or as soon as reasonably practicable after the Effective Date, Holders of Holding Notes Claims shall receive their Pro Rata share of the Holding Warrants.

  • If gains or losses are recognized, a Holder’s tax basis in New Common Stock and Holding Warrants received should equal the fair market value of the New Common Stock and Holding Warrants as of the date such Stock and Holding Warrants are distributed to the Holder, and a Holder’s holding period for New Common Stock and Holding Warrants should begin on the day following the Effective Date.

  • Although the tax treatment of the exchange is unclear, the Debtors believe that even if certain of the Holding Notes Claims constitute securities, the exchange of Holding Notes Claims for New Common Stock and Holding Warrants likely may not be a tax-free reorganization because the Holding Notes Claims were issued by Holding and will be exchanged for equity in Group.

  • If the exchange is not a tax-free reorganization, Holders of Holding Notes Claims recognize gain or loss equal to the difference between: (i) the fair market value of the New Common Stock and Holding Warrants (as of the date such Stock and Holding Warrants are distributed to the Holder) received in exchange for the Holding Notes Claims, and (ii) the Holder’s adjusted basis in the Holding Notes Claims.

  • If the exchange of Holding Notes Claims for New Common Stock and Holding Warrants were to constitute a tax-free reorganization, Holders of Holding Notes Claims that are exchanged for New Common Stock and Holding Warrants should not recognize gain or loss on such exchange, except with respect to the market discount rules and to the extent that the New Common Stock and Holding Warrants are attributable to accrued but unpaid interest, each as discussed above.

  • A Holder’s tax basis in its New Common Stock and Holding Warrants should equal its adjusted tax basis in the Holding Notes Claims surrendered, and the Holder’s holding period for such New Common Stock and Holding Warrants should include the period during which such Holder held its Holding Notes Claims.

  • Holders of Holding Notes Claims may recognize gain or loss on the exchange of such Claims for New Common Stock and Holding Warrants.

  • The issuance of the Holding Warrants, and the distribution thereof, under the Plan shall be exempt from registration under applicable securities laws pursuant to section 1145(a) of the Bankruptcy Code.

  • To the extent that a portion of the New Common Stock and Holding Warrants received in exchange for the Holding Notes Claims is allocable to accrued but untaxed interest, the Holder may recognize ordinary income.

Related to Holding Warrants

  • 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 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.

  • 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 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”.

  • 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.

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

  • 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.

  • 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, collectively, the Common Stock purchase warrants in the form of Exhibit C attached hereto 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 one year.

  • 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;

  • Series B-2 Preferred Shares means the Company’s series B-2 preferred shares, par value US$0.00001 per share.