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

  • No portion of the Closing Per Vested Company Option Consideration, the Additional Per Vested Company Option Consideration, the Closing Per Warrant Consideration or the Additional Per Warrant Consideration shall be delivered to the holder of any Vested Company Option or Company Warrant, as the case may be, until the holder of record of such Vested Company Option or Company Warrant shall have delivered to the Exchange Agent or Parent, as applicable, the Optionholder and Warrantholder Letter of Transmittal.

  • 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”).

  • For purposes of this Agreement, the term “Warrant Consideration” shall mean the product of (i) the Per Warrant Consideration, and (ii) the aggregate number of Converted Warrants.

  • The Per Share Consideration, Per Warrant Consideration and the principal amount of any Parent Notes shall be paid as provided in Section 2.02.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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 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 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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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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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. Unless and until the Current Warrant Price is adjusted pursuant to the terms herein, the initial Current Warrant Price shall be $2.36 per share of Common Stock.

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

  • Base Consideration has the meaning set forth in Section 1.2.

  • 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 a Common Share issuable upon exercise of one Warrant;

  • 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 $100,000,000, your Sale Bonus would be $100,000.00. 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).

  • Warrant Value means the fair value of all warrants, options and other similar rights issued to a third party in connection with an Alternate Transaction, determined by using a standard Black-Scholes option-pricing model using a reasonable and appropriate expected volatility percentage based on applicable volatility data from an investment banking firm of nationally recognized reputation. Reference is made to the Common Stock Purchase Agreement dated as of May 4, 2011, (the “Purchase Agreement”) between Microvision, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity Ltd., an international business company incorporated 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 3.1 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 (if Alternative Fixed Amount Requested not selected): Alternative Fixed Amount Requested Cap (if Alternative Fixed Amount Requested is selected): Pricing Period start date: Pricing Period end date: Settlement Date: Fixed Request Threshold Price: On behalf of the Company, the undersigned hereby certifies to the Investor that (i) the above Fixed Amount Requested does not exceed the Maximum Fixed Amount Requested determined in accordance with Section 3.2 of the Purchase Agreement, (ii) the sale of Shares pursuant to this Fixed Request Notice shall not cause the Company to sell or the Investor to purchase shares of Common Stock which, when aggregated with all purchases made by the Investor pursuant to all prior Fixed Request Notices issued under the Purchase Agreement, would exceed the Aggregate Limit, and (iii) to the Company’s Knowledge, the sale of Shares pursuant to this Fixed Request Notice shall not cause the Company to sell or the Investor to purchase shares of Common Stock which would cause the aggregate number of shares of Common Stock then beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by the Investor and its Affiliates to exceed the Ownership Limitation. Dated: MICROVISION, INC. By: Name Title: Address: Facsimile No. AGREED AND ACCEPTED By: Name Title: 20 The undersigned, the [ ] of Microvision, 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 May 4, 2011 (the “Agreement”), by and between the Company and Azimuth Opportunity Ltd., an international business company incorporated 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.

  • Series B-2 Preferred Shares means the Company’s series B-2 preferred shares, par value US$0.00001 per share.

  • 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).