New Jones Act Warrants definition

New Jones Act Warrants means the warrants to be issued in lieu of New Equity as provided in Article IV.C.2 of the Plan, in accordance with the New Corporate Governance Documents and the New Jones Act Warrant Agreement entitling the Holders thereof to purchase New Equity with an exercise price per warrant equal to $0.00001 per share, and governed by the terms of the New Jones Act Warrant Agreement.
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Examples of New Jones Act Warrants in a sentence

  • Further, the buyer of the New Equity, New Jones Act Warrants, and New Creditor Warrants will be required to withhold a tax equal to 15 percent of the amount realized on the sale.

  • U.S. Holders should consult their tax advisors as to the tax consequences of holding New Jones Act Warrants (which, as previously indicated, is assumed to be properly treated as “stock” for U.S. federal income tax purposes) and of the possibility that the holder will be treated as receiving constructive distributions with respect to such New Jones Act Warrants.

  • Additionally, the New Jones Act Warrants will be subject to restrictions contained in Reorganized Hornbeck’s new certificate of incorporation, which will prohibit the exercise of such warrants where such exercise would cause the total number of shares held by Non-U.S. Citizens to exceed 24%.

  • A U.S. Holder’s aggregate tax basis in the New Equity and/or New Jones Act Warrants will equal the sum of (i) the amount of Cash paid by theU.S. Holder to exercise its New Creditor Warrants plus (ii) such U.S. Holder’s tax basis in its New Creditor Warrants immediately before the New Creditor Warrants are exercised.

  • An Eligible U.S. Holder of a First Lien Claim who is subject to this treatment should recognize gain or loss equal to the difference between (i) the sum of(A) the issue price of the Exit Second Lien Facility (as further discussed below) and (B) the total fair market value of the New Equity, New Jones Act Warrants and First Lien Subscription Rights received in exchange for its First Lien Claim and (ii) the U.S. Holder’s adjusted tax basis in its First Lien Claim.

  • Nearly all faculty hired initially as Instructors will be classified as Instructional Practitioners.

  • For U.S. Holders electing to exercise their Subscription Rights, such a U.S. Holder will be treated as purchasing, in exchange for its applicable Subscription Rights and the amount of Cash funded by the U.S. Holder to exercise its applicable Subscription Rights, the New Equity and/or New Jones Act Warrants it is entitled to pursuant to the terms of the exercised Subscription Rights.

  • Each Non-U.S. Holder should consult its tax advisor regarding the possible impact of these rules on such Non-U.S. Holder’s ownership of the New Equity, New Jones Act Warrants, and Exit Second Lien Facility.

  • Pursuant to the Plan, in exchange for full and final satisfaction, compromise, settlement, release and discharge of the First Lien Claims, each Eligible Holder thereof will receive as Consideration, as applicable, its pro rata share of: (a) New Equity and/or New Jones Act Warrants, (b) the Exit Second Lien Facility, (c) the First Lien Subscription Rights, and (d) with respect to certain Holders, the Specified 2L Exit Fee.

  • A U.S. Holder’s holding period for the New Equity and/or New Jones Act Warrants received pursuant to the exercise of the New Creditor Warrants should begin on the day following the exercise date.

Related to New Jones Act Warrants

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

  • SPAC Warrants means SPAC Private Warrants and SPAC Public Warrants, collectively.

  • 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.

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Insider Warrants is defined in the preamble to this Agreement.

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

  • Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).

  • 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”.

  • Securities Acts means the Securities Act of 1933 and the Securities Exchange Act of 1934.

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

  • 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.

  • Applicable Securities Laws means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Initial Warrants means the warrant to purchase shares of common stock of the Issuer issued pursuant to the Initial Warrants Purchase Agreement.

  • 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.

  • Company Warrants means warrants to purchase shares of Company Capital Stock.

  • Private Warrants means the Warrants the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public offering.

  • Applicable Securities Law means (i) with respect to any offering of securities in the United States of America, or any other act or omission within that jurisdiction, the securities law of the United States, including the Exchange Act and the Securities Act, and any applicable law of any State of the United States, and (ii) with respect to any offering of securities in any jurisdiction other than the United States of America, or any related act or omission in that jurisdiction, the applicable laws of that jurisdiction.

  • Parent Warrant means each Parent Private Warrant and Parent Public Warrant.

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • 1933 Securities Act means the Securities Act of 1933 of the United States, as amended, and the rules and regulations thereunder, and any comparable or successor laws or regulations thereto.

  • 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.