Incremental Replacement Warrants definition

Incremental Replacement Warrants means warrants to purchase Shares, issued by the Company on an Incremental Funding Date to the Existing Purchasers, representing in the aggregate fifty percent (50%) coverage of (x) the Funded Amount of the Existing Notes multiplied by (y) (a) the relevant Incremental Advance divided by (b) $100,000,000 with an exercise price per Share set forth on Schedule 1.1(d), as amended, modified, supplemented or restated from time to time, together with all warrants issued in substitution or exchange therefor. The Incremental Replacement Warrants may not be exercised prior to the 18-month anniversary of the Funding Date on which such Incremental Replacement Warrants were issued, and shall be subject to cancellation under the terms thereof in connection with the Retail Cash Flow Milestone.
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Incremental Replacement Warrants means warrants to purchase Shares, issued by the Company on an Incremental Funding Date to the Existing Purchasers, representing in the aggregate fifty percent (50%) coverage with respect to the fraction of the Funded Amount of the Existing Notes as of the Restatement Closing Date equal to the relevant Incremental Advance divided by $100,000,000, with an exercise price per Share equal to (a) with respect to the first Incremental Advance, $0.26, and (b) with respect to each other Incremental Advance, the Restatement Conversion Price for such Incremental Advance, in substantially the form attached hereto as Exhibit B-3, as amended, modified, supplemented or restated from time to time, together with all warrants issued in substitution or exchange therefor. The Incremental Replacement Warrants may not be exercised prior to the 18-month anniversary of the Incremental Funding Date on which such Incremental Replacement Warrants were issued, and shall be subject to cancellation under the terms thereof in connection with the Retail Cash Flow Milestone. For clarity, for an Incremental Advance of $10,000,000, the coverage with respect to the Incremental Replacement Warrants issued on the relevant Incremental Funding Date would be calculated as follows: (i) first, $10,000,000 divided by $100,000,000 = 10%; (ii) second, 10% of the Funded Amount of the Existing Notes as of the Restatement Closing Date (i.e., $135,000,000) = $13,500,000; and finally, (iii) 50% of $13,500,000 provides warrant coverage of $6,750,000. The Incremental Replacement Warrants would therefore represent warrants to purchase such aggregate number of Shares as is equal to $6,750,000 divided by the Restatement Conversion Price for the applicable Incremental Advance (or for the first Incremental Advance, divided by $0.26). The calculation of warrant coverage with respect to Incremental Replacement Warrants and cancellation of Existing Warrants under Section 2.2(f)(iv)(A) shall be set forth on Schedule 1.1(d), which shall be updated by the Gotham Purchasers, the Company and Borrowers in connection with each Incremental Advance.
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Incremental Replacement Warrants means warrants to purchase Shares, issued by the Company on an Incremental Funding Date to the Existing Purchasers, representing in the aggregate fifty percent (50%) coverage with respect to the fraction of the Funded Amount of the Existing Notes as of the Restatement Closing Date equal to the relevant Incremental Advance divided by $100,000,000, with an exercise price per Share equal to (a) with respect to the first Incremental Advance, $0.26, and (b) with respect to each other Incremental Advance, the Restatement Conversion Price for such Incremental Advance, in substantially the form attached hereto as Exhibit B-3, as amended, modified, supplemented or restated from time to time, together with all warrants issued in substitution or exchange therefor. The Incremental Replacement Warrants may not be exercised prior to the 18-month anniversary of the Incremental Funding Date on which such Incremental Replacement Warrants were issued, and shall be subject to cancellation under the terms thereof in connection with the Retail Cash Flow Milestone. For clarity, for an Incremental Advance of $10,000,000, the coverage with respect to the Incremental Replacement Warrants issued on the relevant Incremental Funding Date would be calculated as follows: (i) first, $10,000,000 divided by $100,000,000 = 10%; (ii) second, 10% of the Funded Amount of the Existing Notes as of the Restatement Closing Date (i.e., $135,000,000) = $13,500,000; and finally,
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Examples of Incremental Replacement Warrants in a sentence

  • The Existing Purchasers and the Credit Parties agree that the Incremental Replacement Warrants issued on each Incremental Funding Date are, among other consideration, consideration for the amendments agreed upon by the Existing Purchasers on the Restatement Closing Date.

Related to Incremental Replacement Warrants

  • Replacement unit means a landfill, surface impoundment, or waste pile unit from which all or substantially all of the waste is removed, and which is subsequently reused to treat, store, or dispose of hazardous waste. Replacement unit does not include a unit from which waste is removed during closure, if the subsequent reuse solely involves the disposal of waste from that unit and other closing units or corrective action areas at the facility, in accordance with a closure or corrective action plan approved by USEPA or the Agency.

  • Term SOFR Replacement Date has the meaning specified in Section 3.03(b).

  • Incremental Commitment Agreement means each Incremental Commitment Agreement in the form of Exhibit R (appropriately completed) executed and delivered in accordance with Section 2.14.

  • Incremental Commitment shall have the meaning set forth in Section 2.23.

  • Incremental value means a figure derived by multiplying the marginal value of the property located within a project area on which tax increment is collected by a number that represents the adjusted tax increment from that project area that is paid to the agency.

  • Replacement Options has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

  • Incremental Term Loan Amount means, at any time, the excess, if any, of (a) $25,000,000 over (b) the sum of (i) the aggregate increase in the Revolving Credit Commitments established at or prior to such time pursuant to Section 2.24 and (ii) the aggregate amount of all Incremental Term Loan Commitments established prior to such time pursuant to Section 2.25.

  • Qualifying Replacement Capital Covenant has the meaning specified in the Replacement Capital Covenant.

  • Capital Replacement means the replacement of those items listed on Exhibit F.

  • Incremental Revolving Increase has the meaning set forth in Section 2.16(a).

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Replacement Capital Covenant has the meaning specified in the introduction to this instrument.

  • Incremental Commitments has the meaning set forth in Section 2.14(a).

  • Incremental Term Commitment means, with respect to any Lender, the commitment, if any, of such Lender, established pursuant an Incremental Facility Agreement and Section 2.21, to make Incremental Term Loans of any Series hereunder, expressed as an amount representing the maximum principal amount of the Incremental Term Loans of such Series to be made by such Lender.

  • Incremental Term Commitments has the meaning set forth in Section 2.14(a).

  • Incremental Revolving Commitment has the meaning assigned to such term in Section 2.14(a).

  • Conditional Incremental Auction means an Incremental Auction conducted for a Delivery Year if and when necessary to secure commitments of additional capacity to address reliability criteria violations arising from the delay in a Backbone Transmission upgrade that was modeled in the Base Residual Auction for such Delivery Year.

  • Replacement Option has the meaning ascribed thereto in Section 2.2(c).

  • Replacement Price means the price, determined by Buyer in a commercially reasonable manner, at which Buyer purchases (if at all) substitute SRECs having the same or subsequent Reporting Year as those SRECs not delivered by Seller for the deficiency or, absent such a purchase, the Market Price for such quantity of SRECs at or during the time that Seller fails to deliver the SRECs, provided that the Market Price shall never exceed the solar alternative compliance payment.

  • Incremental Term Facility has the meaning assigned to such term in Section 2.22(a).

  • Incremental Term Loan Commitment means the commitment of any Lender, established pursuant to the Credit Agreement, to make available certain term loans to one or more Borrowers.

  • Incremental Term Loan Facility has the meaning set forth in Section 2.16(a).

  • Increased Facility Closing Date any Business Day designated as such in an Increased Facility Activation Notice.

  • Total Incremental Term Loan Commitment means the sum of the Incremental Term Loan Commitments of any Class of Incremental Term Loans of all the Lenders providing such Class of Incremental Term Loans.

  • Incremental Term Loan Commitments has the meaning set forth in Section 2.24.

  • Fixed Incremental Amount has the meaning specified in the definition of “Permitted Incremental Amount.”