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

  • 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.

  • 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.

  • In the event that the exercise of this Protective Warrant, in full or in part, would result in the right to acquire any fractional share of Common Stock, then in such event such fractional share shall be considered a whole share of Common Stock and shall be added to the number of Protective Warrant Shares issuable to the Investor upon exercise of this Protective Warrant.

  • The Company shall take all necessary action and proceedings as may be required and permitted by applicable law, rule and regulation for the legal and valid issuance of this Protective Warrant and the Protective Warrant Shares to the Warrant Holder.

  • Such amended Protective Warrant or new warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7.

  • In the event the Company shall, at a time while the Protective Warrant is unexpired and outstanding, take any action pursuant to subsections (a) through (e) of this Section 7 that may result in an adjustment of the Exercise Price, the Company shall notify the Warrant Holder of such action 10 days in advance of its effective date in order to afford to the Warrant Holder an opportunity to exercise the Protective Warrant prior to such action becoming effective.

  • 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").

  • 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 Company at all times shall reserve and keep available, solely for issuance and delivery as Protective Warrant Shares hereunder, such shares of Common Stock as from time to time shall be issuable as Protective Warrant Shares, and accordingly shall adjust the number of such shares of Common Stock promptly upon the occurrence of any of the events specified in Section 7 hereof.

  • 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.

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 custodian for the Depositary.

  • 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 set forth in Section 4.05(a) hereof.

  • Converted Shares means the Subject Equity Shares resulting from the conversion of Restricted 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, collectively, the Series D 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 5 years, in the form of Exhibit C attached hereto

  • 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 the SPAC Public Warrants and the SPAC Private Placement Warrants.

  • 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 (a) Warrantholder that (i) is a U.S. Person, (ii) is in the United States, (iii) received an offer to acquire Warrants while in the United States, or (iv) was in the United States at the time such Warrantholder’s buy order was made or such Warrantholder executed or delivered its purchase order for the Warrants or (b) person who acquired Warrants on behalf of, or for the account or benefit of, any U.S. Person or any 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 and have a term of exercise equal to five (5) years, in 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 the party disclosing Confidential Information.

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

  • Warrant Exercise Price means $0.01 per share.

  • Parent Warrants means the outstanding warrants to purchase Parent Common Stock.

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

  • Warrant Holders or “Holders” means the holders of the Warrants; and