Individual Warrant Certificate definition

Individual Warrant Certificate has the meaning specified in Section 3(b) hereof.
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Individual Warrant Certificate has the meaning specified in Section 3(b) hereof. “Intrinsic Value” means with respect to any Cash Dominated Transaction (including any Redemption Event) and any Holder of Warrants outstanding immediately prior to consummation thereof, (x) in the case of Series A Warrants held by such Holder, if any, the excess of (i) the product of (A) the value of the per Warrant Share amount of Transaction Consideration to be received by the holders of Warrant Shares as a result of Section 6(c)(i) (disregarding solely for this purpose the last sentence of Section 6(c)(i)) multiplied by (B) the number of Warrant Shares subject to the Series A Warrants held by such Holder, over (ii) the aggregate Exercise Price payable by such Holder upon exercise in full of such Series A Warrants, and (y) in the case of Series B Warrants held by such Holder, if any, the excess of (i) the product of (A) the value of the per Warrant Share amount of Transaction Consideration to be received by the holders of Warrant Shares as a result of Section 6(c)(i) (disregarding solely for this purpose the last sentence of Section 6(c)(i)) multiplied by (B) the number of Warrant Shares subject to the Series B Warrants held by such Holder, over (ii) the aggregate Exercise Price payable by such Holder upon exercise in full of such Series B Warrants.
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Individual Warrant Certificate has the meaning specified in Section 3(b) hereof. “Xxxxx Act” means, collectively, the U.S. citizenship and cabotage laws principally contained in 46 U.S.C. § 50501(a), (b) and (d) and 46 U.S.C. Chapters 121 and 551 and any successor statutes thereto, together with the rules and regulations promulgated thereunder by the U.S. Coast Guard and the U.S. Maritime Administration and their practices enforcing, administering, and interpreting such laws, statutes, rules, and regulations, in each case as amended or supplemented from time to time, relating to the ownership and operation of U.S.- flag vessels in the U.S. coastwise trade.
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Examples of Individual Warrant Certificate in a sentence

  • The relevant Warrant Agent or the Registrar (as applicable) with which a definitive Bearer Warrant or Individual Warrant Certificate is so deposited shall deliver a duly completed Exercise Receipt to the depositing Warrantholder.

  • Neither an Individual Warrant Certificate nor a Direct Registration Warrant may be exchanged for a beneficial interest in a Global Warrant Certificate pursuant to this Agreement except upon satisfaction of the requirements set forth below.

  • The Direct Registration Warrants and each Warrant evidenced by a Global Warrant Certificate or Individual Warrant Certificate entitles the Holder, upon proper exercise and payment or conversion of such Warrant, to receive from the Company, as adjusted as provided herein and subject to the Xxxxx Act limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) and Section 5(n) hereof, if applicable, one share of Common Stock.

  • Except as provided below, each Individual Warrant Certificate shall bear a legend substantially to the effect set forth in Exhibit F.

  • Prior to the registration of any Transfer of a Cash-Out Warrant represented by an Individual Warrant Certificate as provided herein, the Company, the Warrant Agent, and any agent of the Company or the Warrant Agent may treat the Person in whose name such Individual Warrant Certificate is registered as the owner thereof for all purposes, notwithstanding any notice to the contrary.

  • Cash-Out Warrants may be Transferred only upon surrender of the Individual Warrant Certificate representing such Warrants for registration of Transfer.

  • INDIVIDUAL WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:00 P.M., New York City Time, [] This Individual Warrant Certificate (“Warrant Certificate”) certifies that , or its registered assigns is the registered holder of Warrants (the “Warrants”) of Xxxxxxx Group Inc., a Delaware corporation (the “Company”), to purchase the number of shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company set forth above.

  • An Individual Warrant Certificate representing Cash-Out Warrants may not be exchanged for a Global Warrant except upon satisfaction of the requirements set forth above.

  • Each Direct Registration Warrant and each Warrant evidenced by a Global Warrant Certificate or Individual Warrant Certificate shall entitle the Holder, upon proper exercise and payment or conversion of such Warrant, to receive from the Company, as adjusted as provided herein and subject to the limitations in U.S. Aviation Laws on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) and Section 5(n) hereof, if applicable, one share of Common Stock.

  • To permit a registration of a Transfer of a Cash-Out Warrant, the Company shall execute any Individual Warrant Certificate at the Warrant Agent’s request and the Warrant Agent shall authenticate such Individual Warrant Certificate.


More Definitions of Individual Warrant Certificate

Individual Warrant Certificate has the meaning specified in Section 3(b) hereof. “Majority Holders” means Holders of Warrants exercisable or convertible for a majority of the Warrant Shares then issuable upon exercise or conversion of all of the Warrants then outstanding (provided that for purposes of calculating such a majority, Warrants owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be outstanding).
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Individual Warrant Certificate means any certificate representing the Warrants and satisfying the requirements set forth in Section 2.2(a).
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Related to Individual Warrant Certificate

  • Warrant Certificate means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will be evidenced by a certificate;

  • holder of a Warrant Certificate as used herein shall mean any person in whose name at the time any Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose.

  • Warrant Certificates has the meaning specified in Section 2.1 hereof.

  • special warrant means a security that, by its terms or the terms of an accompanying contractual obligation, entitles or requires the holder to acquire another security without payment of material additional consideration and obliges the issuer of the special warrant or the other security to undertake efforts to file a prospectus to qualify the distribution of the other security;

  • Global Warrant means a Warrant Certificate in global form that is deposited with the Depositary or with the Warrant Agent as custodian for the Depositary.

  • 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.

  • Registered Warrantholders means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;

  • Call Warrant As defined in the recitals.

  • 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;

  • Right Certificate shall have the meaning set forth in Section 3(a) hereof.

  • Definitive Warrant means a Warrant Certificate in definitive form that is not deposited with the Depositary or with the Warrant Agent as custodian for the Depositary.

  • Vote Limit Certificate means a certificate in substantially the form attached hereto as Exhibit B which is delivered to the Company in accordance with Article 8.

  • CDS Global Warrants means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;

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

  • Global Certificate Any Private Certificate registered in the name of the Depository or its nominee, beneficial interests in which are reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly or as an indirect participant in accordance with the rules of such depository).

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

  • Book-Entry Preferred Securities Certificates means a beneficial interest in the Preferred Securities Certificates, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 5.11.

  • Restricted Securities Certificate means a certificate substantially in the form set forth in Annex B.

  • Registered Holder means the Person in whose name a Note is registered on the Note Register on the applicable Record Date.

  • Initial Warrants means the warrants of the Company to purchase shares of Common Stock underlying the Initial Units issued and outstanding prior to the IPO.

  • Special Warrants means the special warrants issued by the Company, at a price of $0.10 per Special Warrant, pursuant to the Special Warrant Private Placement and entitling the holder thereof to acquire, for no additional consideration, one Common Share pursuant to the terms and conditions in the Special Warrant Certificates; and

  • Independent Certificate means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, made by an independent appraiser or other expert appointed by an Issuer Order, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Appendix A and that the signer is Independent within the meaning thereof.

  • Warrant Agreements means those agreements entered into in connection with the Loan, substantially in the form attached hereto as Exhibit B pursuant to which Borrower granted Lender the right to purchase that number of shares of Series B Preferred Stock of Borrower as more particularly set forth therein.

  • Preferred Security Beneficial Owner means, with respect to a Book Entry Interest, a Person who is the beneficial owner of such Book Entry Interest, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

  • Certificated Warrant means a Warrant evidenced by a writing or writings substantially in the form of Schedule “A”, attached hereto;

  • Definitive Preferred Securities Certificates means Preferred Securities issued in certificated, fully registered form that are not Global Preferred Securities.