Per Warrant Consideration definition

Per Warrant Consideration means the Per Series D Warrant Consideration, the Per Series E Warrant Consideration and the Per Series G Warrant Consideration, as applicable.
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Per Warrant Consideration means $0.92.
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Per Warrant Consideration shall have the meaning given to such term in the Transaction Agreement (but without giving effect to any adjustment thereto pursuant to Section 2.07 thereto).
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Examples of Per Warrant Consideration in a sentence

  • Each warrant to purchase shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Per Warrant Consideration as more specifically provided for in the Warrant Holder Agreement in the form of Exhibit D attached to this Agreement (the “Warrant Holder Agreement”).

  • HEOP proposes to issue to Warrant Holder cash consideration in the amount of $0.92 per Warrant Share ("Per Warrant Consideration") in lieu of the Conversion Rights.

  • Upon cancellation thereof, each Company Warrant shall be converted into and represent the right to receive, without interest, with respect to each share of Company Capital Stock underlying such Company Warrant, (A) an amount in cash equal to the Closing Per Warrant Consideration, and (B) the Future Per Warrant Consideration, subject to the terms and conditions of Article VIII.

  • At the Effective Time of the Merger, Warrant Holder's Conversion Rights shall be converted into the right to receive cash in an amount equal to the Per Warrant Consideration multiplied by the Warrant Shares.

  • Each such Company Warrant shall cease to represent any rights except the right to receive the Closing Per Warrant Consideration.

  • Each holder of a Company Warrant shall be entitled to receive the Per Warrant Consideration as set forth in Section 4.4.

  • For the avoidance of doubt, the consideration payable in respect of the Retention RSUs shall not be deemed a portion of the Total Consideration and shall have no impact on the calculation of the Per Share Consideration, Per Option Consideration or Per Warrant Consideration.

  • The purchase price for each Company Warrant is equal to the Per Warrant Consideration.

  • At the Effective Time, by virtue of the Merger and without any action on the part of any Person, each unexpired and unexercised Company Warrant (whether or not then exercisable or vested) that is outstanding immediately prior to the Effective Time shall be converted into the right to receive its Closing Per Warrant Consideration in cash, without interest.

  • The Per Warrant Consideration shall be paid as provided in Section 2.02.


More Definitions of Per Warrant Consideration

Per Warrant Consideration means, in respect of each share of Company Capital Stock subject to an unexercised Company Warrant, an amount equal to the excess, if any, of the Per Share Consideration over the applicable per share exercise price.
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Per Warrant Consideration means, in respect of each share of Company Common Stock subject to an In-the-Money Warrant, an amount in cash equal to (a) the Residual Per Share Consideration minus (b) the per share exercise price of such In-the-Money Warrant.
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Related to Per Warrant Consideration

  • Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.

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

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Base Consideration is defined in Section 2.2.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Option Consideration has the meaning set forth in Section 3.3(a).

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

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

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

  • Option Warrants shall have the meaning ascribed to such term in Section 2.2(a).

  • Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.

  • Warrant Value means the fair value of all warrants, options and other similar rights issued to a third party in connection with an Other Financing, determined by using a standard Black-Scholes option-pricing model using an expected volatility percentage as shall be mutually agreed by the Investor and the Company. In the case of a dispute relating to such expected volatility assumption, the Investor shall obtain applicable volatility data from three investment banking firms of nationally recognized reputation, and the parties hereto shall use the average thereof for purposes of determining the expected volatility percentage in connection with the Black-Scholes calculation referred to in the immediately preceding sentence. EXHIBIT A TO THE COMMON STOCK PURCHASE AGREEMENT FORM OF FIXED REQUEST NOTICE Reference is made to the Common Stock Purchase Agreement dated as of November 8, 2011, (the “Purchase Agreement”) between Arena Pharmaceuticals, a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity, L.P., an international limited partnership organized under the laws of the British Virgin Islands. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 2.1 of the Purchase Agreement, the Company hereby issues this Fixed Request Notice to exercise a Fixed Request for the Fixed Amount Requested indicated below. Fixed Amount Requested: Optional Amount Dollar Amount: Pricing Period start date: Pricing Period end date: Settlement Date: Fixed Request Threshold Price: Optional Amount Threshold Price: Dollar Amount of Common Stock Currently Unissued under the Registration Statement; Dollar Amount of Common Stock Currently Available under the Aggregate Limit: Dated: By: Name Title: Address: Facsimile No. AGREED AND ACCEPTED By: Name Title: EXHIBIT B TO THE COMMON STOCK PURCHASE AGREEMENT FORM OF OPTIONAL AMOUNT NOTICE To: Fax#: Reference is made to the Common Stock Purchase Agreement dated as of November 8, 2011 (the “Purchase Agreement”) between Arena Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity, L.P., an international limited partnership organized under the laws of the British Virgin Islands (the “Investor”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 2.11 of the Purchase Agreement, the Investor hereby issues this Optional Amount Notice to exercise an Optional Amount for the Optional Amount Dollar Amount indicated below. Optional Amount Dollar Amount Exercised Number of Shares to be purchased VWAP on the date hereof: Discount Price: Settlement Date: Threshold Price: Dated: By: Name Title: Address: Facsimile No. EXHIBIT C TO THE COMMON STOCK PURCHASE AGREEMENT CERTIFICATE OF THE COMPANY CLOSING CERTIFICATE The undersigned, the [ ] of Arena Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of November 8, 2011 (the “Agreement”), by and between the Company and Azimuth Opportunity, L.P., an international limited partnership organized under the laws of the British Virgin Islands (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):

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

  • Warrant Price as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • Unit Consideration has the meaning set forth in Section 2.2(a).