Placement Warrant Agreement definition

Placement Warrant Agreement substantially in the forms filed as an exhibit to the Registration Statement.
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Examples of Placement Warrant Agreement in a sentence

  • The Company shall not amend, modify or otherwise change the Warrant Agreement, Placement Warrant Agreement, Trust Agreement, Registration Rights Agreement, Warrant Purchase Agreement, the Services Agreement, or any Insider Letter without the prior written consent of the Representative which will not be unreasonably withheld.

  • On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement, the Private Placement Warrant Agreement, the Registration Rights Agreement and the Letter Agreement.

  • The Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the “Notes”) are and will be secured by the collateral pledged as security therefor as provided in the Indenture.

  • The Sponsor Private Placement Warrant Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is the valid and binding agreement of the Company and the Sponsor enforceable against the Company and the Sponsor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

  • The Sponsor acknowledges and agrees that none of the Subscribers are or will be Permitted Transferees (as defined in the Private Placement Warrant Agreement) of the Sponsor under the Private Placement Warrant Agreement.

  • Each Forward Purchase Warrant will have the same terms as each Private Placement Warrant, and will be subject to the terms and conditions of the Private Placement Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO, mutatis mutandis.

  • The Company shall not take any action or omit to take any action which would cause a breach of any of the Insider Letters or the Private Placement Warrant Agreement and will not allow any amendments to, or waivers of, such Insider Letters or the Private Placement Warrant Agreement without the prior written consent of the Representative, which consent shall not be unreasonably witheld.

  • The Company shall not amend, modify or otherwise change the Warrant Agreement, Placement Warrant Agreement, Trust Agreement, Warrant Agreement, Registration Rights Agreement, the Rights Agreement, Warrant Purchase Agreement, the Services Agreement, or any Insider Letter without the prior written consent of the Representative which will not be unreasonably withheld.

  • On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Rights Agreement, all of the Insider Letters, the Private Placement Warrant Agreement, the Registration Rights Agreement, and the Business Combination Marketing Agreement.

  • I-Bankers agrees not to transfer, assign or sell any of the Placement Securities or Additional Placement Securities (as defined in Section 1.4.2), if any, and agrees to waive its redemption and liquidation rights with respect to such the Placement Securities or Additional Placement Securities, if any, pursuant to the terms set forth in that certain Private Placement Warrant Agreement dated as of the date hereof.

Related to Placement Warrant Agreement

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

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

  • Warrant Agreement means the Warrant Agreement, dated as of the date set forth in Item 4 of Schedule A hereto, as amended from time to time, between the Company and the United States Department of the Treasury.

  • Warrant Agreements means those agreements entered into in connection with the Loan, substantially in the form attached hereto as Exhibit B pursuant to which Borrower granted Lender the right to purchase that number of shares of Series B Preferred Stock of Borrower as more particularly set forth therein.

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

  • New Warrant Agreement means that certain agreement providing for, among other things, the issuance and terms of the New Warrants issued by New Valaris Holdco as set forth in the Restructuring Term Sheet.

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

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

  • Warrant Agent Agreement means that certain Warrant Agent Agreement, dated as of the Initial Exercise Date, between the Company and the Warrant Agent.

  • Warrant Purchase Agreement means a warrant purchase agreement under which a Warrant is issued entered into by Borrower and an Affiliate of Lenders contemporaneously with the execution of this Loan Agreement.

  • Placement Agreement means the Placement Agreement relating to the offering and sale of Capital Securities in the form of Exhibit C.

  • Warrant Agency Agreement means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the Company and the Warrant Agent.

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

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

  • Placement Units shall have the meaning given in the Recitals hereto.

  • Investor Rights Agreement means the Investor Rights Agreement, dated as of the date of this Agreement, between the Company and each of the Purchasers, in the form of Exhibit A hereto.

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

  • 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.

  • Share Purchase Agreement has the meaning set forth in the Recitals.

  • 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;

  • Forward Purchase Agreement means an agreement that provides for the sale of equity securities in a private placement that will close substantially concurrently with the consummation of a Business Combination.

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Sub-grant Agreement means an agreement entered into, or proposed to be entered into, between the Bank and a Sub-grant Recipient;

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • 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.