Protective Warrant definition

Protective Warrant or "Protective Warrants" shall mean any and all Protective Warrant(s) in the form of Exhibit C hereto issued pursuant to Section 2.1(b) of this Agreement.
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Protective Warrant shall have the meaning set forth in the Recitals in the form of Exhibit D attached hereto.
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Examples of Protective Warrant in a sentence

  • This Protective Warrant has been issued in a transaction exempt from the registration requirements of the Securities Act in reliance upon Section 4(2) of the Securities Act.

  • This Protective Warrant and the Protective Warrant Shares issuable upon exercise of this Protective Warrant may not be resold except pursuant to an effective registration statement or an exemption to the registration requirements of the Securities Act and applicable state laws.

  • If the Purchase Price on the Effective Date applicable to the corresponding Sale is lower than the Purchase Price on the Sale Date with respect to such Sale, this Protective Warrant shall become immediately exercisable, subject to clause (c) below.

  • For avoidance of doubt, the Company may elect such Cash-Out Option in the event that, inter alia, the number of Protective Warrant Shares plus the number of First Sale Shares and Subsequent Sale Shares exceeds the number of shares registered pursuant to Section 1.1(a) of the Registration Rights Agreement.

  • The undersigned requests that stock certificates for such Protective Warrant Shares be issued, and a Protective Warrant representing any unexercised portion hereof be issued, pursuant to this Protective Warrant in the name of the registered Registered Holder and delivered to the undersigned at the address set forth below.

  • The undersigned requests that such Protective Warrant be issued, and a Protective Warrant representing any unsold, unassigned or non-transferred portion hereof be issued, pursuant to this Protective Warrant in the name of the Registered Holder and delivered to the undersigned at the address set forth below.

  • In the event that the Protective Warrant is not exercised in full, the number of Protective Warrant Shares shall be reduced by the number of such Protective Warrant Shares for which this Protective Warrant is exercised, and the Company, at its expense, shall forthwith issue and deliver to the Warrant Holder a new Protective Warrant of like tenor in the name of the Warrant Holder or as the Warrant Holder may request, reflecting such adjusted number of Protective Warrant Shares.

  • In the event that the Warrant Holder exercises this Protective Warrant (in whole or in part) in accordance with Section 3 hereof, then the Company may, in lieu of issuing shares of Common Stock pursuant to such exercise, pay to the Investor the Cash-Out Price for any or all of the shares of Common Stock purchasable by the Investor through the exercise of this Protective Warrant (such payment, the "Cash-Out Option").

  • In the event of a Cashless Exercise, the Warrant Holder shall surrender this Protective Warrant for that number of shares of Common Stock determined by (i) multiplying the number of Protective Warrant Shares for which this Protective Warrant is being exercised by the Per Share Protective Warrant Value and (ii) dividing the product by the Bid Price of one share of the Common Stock on the Trading Day immediately preceding the Exercise Date.

  • Assuming the conditions of Section 11(a) above regarding registration or exemption have been satisfied, the Warrant Holder may sell, transfer, assign, pledge or otherwise dispose of this Protective Warrant, in whole or in part.

Related to Protective Warrant

  • Definitive Warrant means a Warrant Certificate in definitive form that is not deposited with the Depositary or with the Warrant Agent as the Warrant Custodian.

  • Certificated Warrant means a Warrant evidenced by a writing or writings substantially in the form of Schedule “A”, attached hereto;

  • Conversion Right has the meaning provided in Section 4.5(a) hereof.

  • Converted Shares means the Subject Equity Shares resulting from the conversion of Limited Voting Shares into the Subject Equity Shares pursuant to subparagraph (ii);

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

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

  • Company Warrant means a warrant to purchase shares of Company Capital Stock.

  • 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”.

  • Conversion Rights means exchange of, or the rights to exchange, the Principal Amount of the Loan, or any part thereof, for fully paid and nonassessable Common Stock on the terms and conditions provided in the Debentures.

  • Series A Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately from the Closing Date and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

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

  • Warrant means this Warrant and all Warrants issued in exchange, transfer or replacement thereof.

  • 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.

  • U.S. Warrantholder means any Warrantholder that is a U.S. Person, acquired Warrants in the United States or for the account or benefit of any U.S. Person or Person in the United States;

  • 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.

  • Series C Warrants means, collectively, the Series C Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 9 months, in the form of Exhibit A attached hereto.

  • Registered Warrantholders means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;

  • Put Option Receipt means a receipt issued by a Paying Agent to a depositing Noteholder upon deposit of a Note with such Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;

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

  • Warrant Holder means the holder of a Call Warrant.

  • Discloser means that Party to this Agreement which has disclosed Confidential Information to the other Party.

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

  • Warrant Exercise Price means $0.05 per share.

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

  • Parent Stock Option means any option to purchase Parent Common Stock granted under any Parent Stock Plan.

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.