Subscription Receipts means the subscription receipts to be created, issued and authenticated under the Subscription Receipt Agreement and from time to time outstanding, each Subscription Receipt evidencing the rights to be set out in the Subscription Receipt Agreement;
Subscription Receipt Agreement means the agreement to be dated the Closing Date by and among the Corporation, the Cornerstones and the Subscription Receipt Agent governing the terms and conditions of the Subscription Receipts, in a form to be agreed by the Corporation and the Cornerstones, acting reasonably;
Subscription Shares has the meaning ascribed to it in Section 2.1.
Subscriber Shares means the Shares which the subscribers to the Instrument of the ICAV agree to subscribe for as more particularly hereinafter set forth after their names.
Subscription Rights means the subscription rights to purchase Rights Offering Shares.
Subscription Receipt Agent means Computershare Trust Company of Canada;
Subscription Price has the meaning set forth in Section 2.1.
Option Warrants shall have the meaning ascribed to such term in Section 2.2(a).
SPAC Warrants means SPAC Private Warrants and SPAC Public Warrants, collectively.
Placement Warrants shall have the meaning given in the Recitals hereto.
Private Placement Warrants 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.
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.
Parent Warrants has the meaning set forth in Section 5.3(a).
Insider Warrants is defined in the preamble to this Agreement.
Subscription Notice has the meaning set forth in Section 1.1.
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”.
Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.
Annual Subscription means the subscription paid by a member in accordance with the Registered Clubs Act and being paid either annually or otherwise.
Subscribed Shares means, as of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued or issuable with respect to the Subscribed Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned.
New Warrants means those certain warrants to purchase New Valaris Equity on the terms set forth in the New Warrant Agreement.
Book Entry Warrants means Warrants that are to be held only by or on behalf of the Depository;
Private Warrants means the Warrants the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public offering.
DWAC Shares means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same function.
Book Entry Only Warrants means Warrants that are to be held only by or on behalf of the Depository;
Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.