New Underlying Shares definition

New Underlying Shares means the New Warrant Shares and the New Conversion Shares, including without limitation, shares of Common Stock issued and issuable in lieu of the cash payment of interest on the New Notes in accordance with the terms of the New Notes, in each case without respect to any limitation or restriction on the conversion of the New Notes or the exercise of the New Warrants.
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New Underlying Shares means shares (whether of the offeror or a third party);
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Examples of New Underlying Shares in a sentence

  • The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the New Underlying Shares at least equal to the Required Minimum on the date hereof.

  • Such New Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the New Debenture, New Warrants or New Underlying Shares.

  • Subject to the terms and conditions of this Waiver, the Company has requested, and the Purchasers have agreed, to acknowledge that the New Underlying Shares (as such term is defined in the Additional Issuance Agreement) shall be included on the Registration Statement registering the Debentures and Warrants of the Purchasers.

  • The Registration Rights Agreement entered into in connection with the Purchase Agreement is hereby amended so that the term “Registrable Securities” includes in the calculation thereof the New Underlying Shares.

  • The Purchase Agreement is hereby amended so that the term “Debentures” includes the Additional Debenture issued hereunder and “Underlying Shares” includes the New Underlying Shares.

  • The Company shall be responsible for any transfer agent fees or DTC fees or legal fees of the Company’s counsel with respect to the removal of legends, if any, or issuance of New Underlying Shares in accordance herewith.

  • The Purchase Agreement is hereby amended so that the term “Debentures” includes the New Debenture issued hereunder and “Underlying Shares” includes the New Underlying Shares.

  • The New Underlying Shares, when issued in accordance with the terms of the New Debenture and New Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

  • The New Underlying Shares, when issued in accordance with the terms of the New Debentures and New Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

  • Upon issuance upon conversion or exchange, as applicable, in accordance with the New Primary Securities, the New Underlying Shares, when issued, will be validly issued, fully paid and nonassessable and free from all Liens with respect to the issue thereof, with the Holder being entitled to all rights accorded to a holder of Common Stock.

Related to New Underlying Shares

  • Underlying Shares means the shares of Common Stock issued and issuable upon conversion or redemption of the Debentures and upon exercise of the Warrants and issued and issuable in lieu of the cash payment of interest on the Debentures in accordance with the terms of the Debentures.

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

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

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

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • Offering Shares means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

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

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

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

  • Underlying Shares Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a “selling stockholder” thereunder.

  • Conversion Securities has the meaning set forth in Section 4.08(b).

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

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

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.

  • Placing Shares means the 32,313,130 Shares to be issued by the Company pursuant to the Placing;

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

  • 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.

  • Relevant Shares means ordinary share capital of the Approved Entity that constitutes equity share capital or the equivalent (or depositary or other receipts representing the same) which is listed and admitted to trading on a Regulated Market.

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

  • Warrant Stock means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

  • Unsubscribed Shares means the Rights Offering Shares that have not been duly purchased by the Rights Offering Participants in accordance with the Rights Offering Procedures and the Plan.

  • Note Shares means the shares of Common Stock issuable upon conversion of the Notes.

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

  • Underlying Common Stock means the Common Stock into which the Notes are convertible or issued upon any such conversion.